Exhibit 10.15
SALE AGREEMENT
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This AGREEMENT made this day of One
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Thousand Nine Hundred and Ninety six.
BETWEEN
(1) XX XXXXX XXXXXXXX residing at 000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000, X.X.X.
(2) XX. XXXXX XXXXXXX residing at 0000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000,
X.X.X. all residents of United States of America, (hereinafter collectively
referred to as "the Sellers" which expression unless the context otherwise
requires includes its successors and assigns).
AND
MASTECH CORPORATION a Corporation organised under the laws of the state of
Pennsylvania in the United States of America and having its offices at 0000,
Xxxxx Xxxx, Xxxxxxx, XX 00000, XXX (hereinafter referred to as "the Purchaser"
which expression unless the context otherwise requires includes its successors
and assigns).
WHEREAS the Sellers are the beneficial and registered holders of 270,000 (Two
hundred seventy thousand) equity shares of Indian Rupees 10 (the "Sale Shares")
each in Mascot Systems Private Limited (hereinafter referred to as "the Indian
Company"), a company incorporated under the Indian Companies Act, 1956 and
having its registered office at 401 to 410, "C" Wing, Xxxxxx Xxxxx, 00/0,
Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxx - 560 001.
AND WHEREAS the individual shareholding of the Sellers is more specifically
stated in the Annexure to this agreement.
AND WHEREAS the Sellers are desirous of selling the Sale Shares with the rights
attached thereto and free from any encumbrances and the Purchaser has expressed
its desire to acquire the same.
BY THIS AGREEMENT IT IS HEREBY AGREED THAT
1. The Sellers shall sell and the Purchaser shall acquire the Sale Shares on
clear understanding that the said shares are free from encumbrances on
terms and conditions hereinbelow mentioned.
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2. The purchase of the Sale Shares is subject to the appropriate approvals, if
any, required under the exchange control regulations of India from the
Reserve Bank of India and/or other authorities in India.
3. (a) The consideration for sale of the Sale Shares is as follows:
1. Xx. Xxxxx Xxxxxxxx Indian Rupees 2,970,000 [Rupees Two million nine
hundred seventy thousand only]
2. Xx. Xxxxx Xxxxxxx Indian Rupees 2,970,000 [Rupees Two million nine
hundred seventy thousand only]
(b) The consideration shall be paid in equivalent US dollars within such
time and as agreed to between the Parties hereto and not later than
one month from the date of approval referred to in clause (2) above.
4. As the Purchaser requires prior approval of the Reserve Bank of India to
acquire the Sale Shares and be entered as a shareholder in the Indian
company, it is agreed between the Parties hereto that the Purchaser shall
make the necessary application to the Reserve Bank of India in the
prescribed form, and agree to comply with the relevant requirements of the
exchange control regulations of India.
5. As the Sellers require the prior permission of the Reserve Bank of India to
transfer the Sale Shares, the Sellers shall address appropriate letters to
the Reserve Bank of India, seeking such approval which letters shall be
handed over to the Purchaser for submission to the Reserve Bank of India
togetherwith the application referred to in para 4 above.
6. The Sellers are responsible for the payment of tax on capital gains arising
on the sale of the Sale Shares whether it arises in India or in the United
States of America and agree to make the payment in advance or on assessment
as required by the laws of the respective countries.
7. The Purchaser shall meet all costs for acquisition of the Shares including
without limiting stamp duty, if any.
8. The Purchaser acknowledges that it has not entered into this agreement in
reliance on any representations other than those contained in this
agreement.
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9. This agreement embodies the entire understanding of the Parties in respect
of the matter contained or referred to in it and there are no promises,
terms, conditions or obligations, oral or written, express or implied other
than those contained in this agreement.
10. No variation or amendment of this agreement shall be valid unless committed
to writing and signed by both the parties.
This Agreement will be governed by the laws of the United States of America.
IN WITNESS HEREOF the Parties hereto have executed this Agreement on the date,
day and year hereinabove mentioned.
SIGNED on behalf of the said
MASTECH CORPORATION
by XXXXX XXXXXXXX, CHAIRMAN
in the presence of
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SIGNED by the said
XXXXX XXXXXXXX,
in the presence of
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SIGNED by the said
XX. XXXXX XXXXXXX
in the presence of
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Pr:Saleagre.doc
ANNEXURE
Individual shareholding of Sellers in Mascot Systems Private Limited.
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i) Ledger Folio of Shares : Three
Shareholder(s) : Xx. Xxxxx Xxxxxxxx
Father/Husband's
Name : Xx. Xxxxxxxxx Xxxxxxxx
Residential Address : 000 Xxxxx Xxxx,
Xxxxxxxxxx,
XX 00000, X.X.X.
Description, Nominal
value and Number of
of Shares Held : 135,000 (One hundred thirty
five Thousand)
Equity shares of Rs.10/- each
ii) Ledger Folio of Shares : Four
Shareholder(s) : Xx. Xxxxx Xxxxxxx
Father/Husband's
Name : Xx. Xxxx Xxxx Xxxxxxx
Residential Address : 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxxx,
XX 00000, X.X.X.
Description, Nominal
value and Number of
of Shares Held : 135,000 (One Hundred thirty
five Thousand)
Equity shares of Rs.10/- each
