Exhibit 10.5
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding is entered into on this 15th day of April, 2013
BETWEEN
Amit Seth r/o. X-00, Xxxxxx 00, Xxxxx, hereinafter called the First Party, which
expression shall unless repugnant to the context or meaning thereof be deemed to
include his legal heirs, executors, administrators, successors and assigns
AND
M/s Pure Guar India Private Limited, a company incorporated under the Companies
Act, 1956 having its registered office at X-0000, Xxxxx Xxxx, Opposite Happy
School, New Delhi- II0002, through its Authorized Signatory, hereinafter called
the SECOND PARTY, which expression shall unless repugnant to the context or
meaning thereof be deemed to include its legal heirs, executors, administrators,
successors and assigns.
WHEREAS the First Party being desirous of agricultural farming, surveyed and
persuaded several land-owners, to agree to give their agricultural lands for
cultivation, on annual THEKA (Contract), in different areas of District
Hanumangarh, Rajasthan, to the First Party.
AND WHEREAS the Second Party, having adequate resources, finance and necessary
expertise in the field of commercial plantation (especially development and
production of seeds), was intending to carry out agricultural farming on bulk
lands, with modern advanced techniques and technologies available. Therefore,
the Second Party approached the First Party for carrying out agricultural
farming (for development and production of seeds), jointly and/or severally,
initially on an area of about 200 Bighas (50 Hectares approximately) of
agricultural lands, by arranging to take them on annual THEKA (Contract), which
was principally agreed by the First Party, who proceeded and arranged to
accumulate agricultural lands totaling to approximately 200 Bighas (50 Hectares)
in District Hanumangarh, Rajasthan, as detailed in Schedule A (hereinafter
referred to as "the said agricultural lands"), on annual THEKA (Contract), for
agricultural farming, for a period of 1 year commencing from April 13, 2013 up
till April 12, 2014. The First Party has lawfully gathered together, held and
taken possession of, or has otherwise become well and sufficiently entitled to
undertake agricultural farming upon, the said agricultural lands, as detailed in
Schedule A hereto, on the basis of the representations and assurances of the
Second Party.
AND WHEREAS now both the First Party and the Second Party have agreed to jointly
carry out agricultural operations in consonance with the terms of conditions
initially agreed with the individual land owners, for occupying and use of the
said agricultural lands, prior to the execution of these presents, as well as,
those contained herein and on the terms and conditions mutually agreed between
the Parties herein and appearing hereinafter.
AND FURTHER WHEREAS both the First Party and the Second Party are entering into
this Agreement to reduce the terms and conditions mutually agreed in respect of
the said agricultural lands in writing.
NOW THIS AGREEMENT WITNESSETH and it is hereby agreed by and between the Parties
hereto as follows:
<PAGE>
1. THAT the First Party has arranged to take agricultural lands, totaling to
approximately 200 Bighas (50 Hectares) in District Hanumangarh, Rajasthan,
as detailed in Schedule A, on annual THEKA (Contract), for agricultural
farming, for a period of 1 year commencing from April 13, 2013 up till
April 12, 2014, and has agreed to jointly/severally co-occupy and use the
said agricultural lands with the Second Party for carrying out agricultural
farming for said period of one year commencing from April 13, 2013 up till
April 12, 2014.
2. THAT the Second Party has agreed to give minimum worth Three (3) Quintals
Guar (seeds/crop) per Bigha in the crop to be produced (as presently Guar
is to be sown on the said agricultural lands) being the share of First
Party in agricultural farming (to be) carried out jointly / severally by
both parties, or its money-worth, as mutually decided, on or after
harvesting / reaping of crop in October/November of 2013, and has therefor,
paid a sum of Rs. 45 Lacs to the First Party as advance, for meeting out
incidental expenses, costs etc. incurred towards arranging the said
agricultural lands and other such ancillary matters. The said advance
amount paid to the First Party shall be adjusted form his overall share (in
the Guar crop to be harvested) at the time of harvesting / reaping of crop
in October/November of 2013, who would either be given his remaining share
in the crop or its money worth, as may be mutually decided.
3. THAT the Second Party shall not be responsible for payment of any municipal
taxes, viz. Abiayana, Revenue, in respect of the said agricultural lands.
However, the Second Party shall be solely liable for usual taxes, levies
etc. as applicable on sale of crops.
4. THAT the expenses towards seeds, electricity & water charges, fertilizers,
sowing, weeding, cultivating, reaping and all or any incidental work for
producing crops on the said agricultural lands, for carrying out
agricultural farming thereupon, will be paid by the Second Party. However,
all such expenses shall be duly adjusted / reckoned against value of crops
produced, so as to ascertain net income / profit from farming, if any, and
for sharing between the First Party and the Second Party in terms of clause
2 hereinabove.
5. THAT the Second Party shall be allowed to use and co-occupy the said
agricultural lands only for undertaking agricultural farming and for no
other illegal or immoral purposes, during the period of this agreement,
subject to due adherence to the terms and conditions herein contained.
6. THAT the Second Party shall be responsible for engaging any temporary or
permanent labour or other staff and for employing farming equipments of its
own or by taking on hire, for carrying out agricultural farming on the said
agricultural lands, and all or any costs in this behalf.
7. THAT the Second Party will not be entitled to transfer the benefit of this
agreement to anybody else and/or will not be entitled to allow anybody else
to use and occupy the said agricultural lands, or any part thereof. Nothing
in this agreement shall be deemed to grant a lease or tenancy and the
Second Party agrees and undertakes that no such contention shall be taken
up by it at any time.
8. THAT the Second Party shall not be deemed to be in the exclusive occupation
of the said agricultural lands, which shall always be deemed to be under
co-occupation and use along with the First Party. First Party shall be
entitled to enter upon the said agricultural lands, at any time, to inspect
or assist the farming jobs on the said agricultural lands.
2
<PAGE>
9. THAT the Second Party shall fully co-operate with the First Party in
maintaining the said agricultural lands in good condition and will not
cause any harm thereto. If any harm or damage is caused to the said
agricultural lands or any part thereof by the Second Party or by its
employees, servants or agents, the same will be made good by the Second
Party at its own cost, either by rectifying the damage or by paying cash
compensation, as may be determined by the First Party.
10. THAT if the Second Party commits a breach of any term of this agreement,
then notwithstanding anything herein contained, the First Party will be
entitled to terminate this agreement by giving 30 days prior notice to the
Second Party.
11. THAT on the expiry of the said term i.e. on April 12, 2014 or earlier
termination thereof, the Second Party shall peacefully give the possession
of the said agricultural lands to the First Party in the same condition in
which the scheduled property now exists. Occupation of the Second Party on
said agricultural lands after such termination will be deemed to be that of
a trespasser.
IN WITNESS WHEREOF the parties herein have affixed their respective signatures
to this agreement at New Delhi on this 15th day of April, 2013, in presence of
the witnesses:
THE FIRST PARTY
THE SECOND PARTY
WITNESSES:
1.
2.
3
