Exhibit 4.8
[REGISTRATION STAMP]
DEED OF AGREEMENT
THIS DEED OF AGREEMENT is made on the 1st day of April 2004 between M/s netGuru
India Private Limited, a company registered under the Companies Act, 1956 having
its registered office at X0/0, Xxxxx XX, Xxxxxx X, Xxxxxxxx, Xxxxxxx 700 091
(hereinafter called the "buyer") which expression shall mean and include its
holding company and its subsidiary and having any interest accrued subsequently
of the ONE PART
AND
M/s APEX TECHNO CONSULTANTS (P) LTD a company registered under the Companies Xxx
0000, having its registered xxxxxx xx #0X, Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxx - 700
069 (hereinafter called SELLER) which expression, unless excluded by or
repugnant to the context or meaning thereof shall include its successors and
permitted assigns) of the OTHER PART
This document formally ratifies the intention of both the parties to collaborate
and work together.
WHEREAS THE SELLER is renowned as a consultant firm offering services in
structural engineering design and detailing particularly specializing in the
field of steel civil and industrial structure design / detailing
WHEREAS THE BUYER is a subsidiary of netGuru, Inc., USA which is a renowned name
in the software industry providing civil and structural engineering software
solutions to companies in the AEC industry in India and abroad
AND WHERAS the objective of both the parties to this Agreement is to combine the
expertise of BUYER in the development and marketing of software solutions in the
civil an structural engineering software field and that of the SELLER in the
areas of structural design/detailing and thus provide expert solutions that
would enable them to tap the overall global demand in the areas of steel
designing and detailing.
NOW THEREFORE the parties hereto, in consideration of the premises set forth
Hereinabove and the mutual covenants and undertaking set forth hereinafter,
hereby Agree as follows.
1. THAT BUYER agrees to acquire all the assets of the SELLER and assume all the
liabilities set forth in Schedule I.
2. THAT in consideration of the acquisition of the assets of the SELLER, the
BUYER agrees to pay the SELLER a total sum of Rs. 1,00,00,000/- (Rupees One
Crore Only) in 36 equal installments from the date of signing of the acquisition
Agreement.
3. THAT on requests of the Directors of the SELLER and as a special gesture the
Chairman of the BUYER has agreed to an initial down payment equal to the first
three Months payments to be applied towards the Rs. 1,00,00,000 purchase price
followed by 33 monthly installments commencing on the fourth month following the
date of signing of the acquisition Agreement as described above. Further the
BUYER ensures the SELLER that the monthly installments shall be paid by the 15th
of every month.
4. THAT THE SELLER ensures the BUYER that in consideration of the payments so
made the SELLER shall transfer all the shares which are held in the name of the
shareholders of the SELLER to the BUYER within one month from the date of
signing this Agreement
5. THAT THE BUYER shall in further consideration of the business acquisition,
allot the Directors of the SELLER 30,000 to 35,000 Shares of netGuru, Inc. USA
the parent holding company of the BUYER, after the completion of one year from
the date of signing the Agreement.
6. THAT THE allocation of shares as stated above will however be at the sole
discretion of the management of the BUYER which shall evaluate the performance
of the Directors of SELLER before making such allocation.
7. THAT THE SELLER shall ensure that the balance sheet of the SELLER as at 31st
March 2004 which will be disclosed to BUYER gives the true fair view of the
financial position of SELLER as on that date and that there will be no material
liabilities contingent or otherwise as on the said date which have not been
disclosed in the said balance sheet and the attached Schedule 1 to the Agreement
and since the said date there will be no material reduction in the aggregate net
asset position of the concern as set out in the said balance sheet by way of
sale, transfer or write off of capital assets.
8. THAT THE SELLER shall ensure that the fixed and other assets except to the
except to the extent disclosed in the said balance sheet are not subject to any
change or lien or encumbrance whatsoever.
9. THAT THE SELLER shall ensure that they do not have any material debt
liabilities, contracts or engagements other than those disclosed in the said
balance sheet and attached schedule to the Agreement.
10. THAT THE SELLER shall ensure that there are no material demands contingent
or otherwise on account or outstanding income-tax and other taxes or penalties
or the concern save and except to the extent disclosed in the said balance sheet
and attached schedule to the Agreement.
11. THAT subsequent to the acquisition of the SELLER, the BUYER shall form a
separate division to be named NETGURU APEX TECHNO CONSULTANTS jointly with the
Directors of the SELLER who shall work together in the existing field of
business and also work towards the expansion of the business in the identified
areas within India and abroad.
12. THAT the Managing Director of the SELLER shall be re-designated as Senior
Vice President and the Director re-designated as Vice President and they shall
continue to work in the division so set up on terms mutually agreed upon and
shall draw compensation for the same as per the compensation package worked out
by the management of the BUYER.
13. THAT the Executives and staff of the SELLER who are deemed competent by the
present Directors of the SELLER shall be reappointed by the BUYER as a separate
division so set up at remunerations which shall be decided by the management of
the BUYER. The executives and staff so reappointed shall be deemed to be In
continuous service of the BUYER.
14. THAT consequent to the acquisition, the executives and staff of the SELLER
who shall continue to work in the said division of the buyer shall abide by all
applicable code rules regulations and as made known to the SELLER by the BUYER
in writing.
15. THAT all agreements and understandings shall be governed by Indian laws and
settlement of possible disputes whatsoever shall be in accordance with accepted
norms and arbitration and legal settlements under the jurisdiction of the
Honourable High Court of Kolkata.
16. After any termination or discontinuation of the Agreement the SELLER will
not be able to use the Trade xxxx name Netguru APEX Techno Consultants. Further
upon the termination or discontinuation of the Agreement the SELLER shall not
indulge in any business activities that would be prejudicial to the interest of
the BUYER.
17. In the event of the termination or discontinuation of the Agreement the
BUYER shall pay the SELLER the agreed balance amount of purchase consideration
after adjusting the amount already paid up to the date of
termination/discontinuation.
18. This Agreement (i) contains the entire understanding between the parties
with respect to the subject matter hereof and (ii) supersedes all prior
agreements, negotiations, representations, and proposals written and oral
relating to the subject matter. This Agreement may be supplemented and/or
changed only in a writing signed by both THE BUYER and THE SELLER. This
Agreement may not be assigned in whole or in part without the prior written
consent of the other party.
19. This Agreement shall come into force and effect on the 1st day of April
2004.
IN WITNESS WHEREOF the parties hereto have put their hands hereunto on the 1st
day of April and year first above written
THE BUYER THE SELLER
Netguru India Pvt. Ltd Apex Techno Consultants (P) Ltd.
/s/ Xxxxx X. Xxx /s/ Xxxx Xxxxx Xxxxxxxxx
XXXXX X. XXX XXXX XXXXX XXXXXXXXX
Chairman Managing Director
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxxxxx Xxxxx
XXXXXXXX XXXXXX XXXXXXXX XXXXX
Chief Operating Officer Director
X0-0 Xxxxx XX, Xxxxxx V 00 Xxx. Xxxxx Xxxx
Xxxxxxxx, Xxxxxxx - 700 091 Kolkata - 700 069
