final slump sale agreement upsscl

8/13/2019 Final Slump Sale Agreement Upsscl

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[UP State Sugar Corporation Limited]

AND

[___]

SLUMP SALE AGREEMENT


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AGREEMENT

This SLUMP SALE AGREEMENT is made and entered into at [__ _] on this the [

day of __, 2009],

BY AND BETWEEN

[Uttar Pradesh State Sugar Corporation Limited], a Government Company incorporated

under the Companies Act, 1956 and having its registered office at [Vipin Khand, Gomti Nagar,

Lucknow- 226010], (hereinafter referred to as the Seller or UPSSCL which expression shall,

unless repugnant to the context or meaning thereof, include its successor or successors in business

and permitted) assigns, of the ONE PART,

AND

[___]1, a [public limited company incorporated under the Companies Act, 1956]2 and having its

registered office at[___]3, (hereinafter referred to as the Purchaser which expression shall,

unless repugnant to the context or meaning thereof, include its successor or successors in business

and assigns), of the OTHER PART.

The Seller and the Purchaser are hereinafter called collectively as Parties and individually as

Party

WHEREAS, the Seller, being a Government Company, is the owner of the XYZ Sugar Unit

(hereinafter referred to as theUnit);

AND WHEREAS, pursuant to the GO No. 1215 SC/18.02.07.56/07 TC 1 dated June 4, 2007

(Government Order), the Seller intends to sell its 11 operating Units via slump sale through the

competitive bidding process and had invited Expressions Of Interest cum Request For

Qualification from interested parties in terms of the EoI cum RFQ issued on June 29, 2009,

(EOI cum RFQ) and the Request For Proposal issued on June 29, 2009 as modified from time

to time (RFP);.

1Please insert name of Purchaser

2Please amend suitably depending on the nature of the Purchaser

3Please insert registered office address of the Purchaser


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(For Sole Applicant )*

AND WHEREAS, The Purchaser being interested in purchasing the Units submitted its

Expression Of Interest cum Request For Qualification as sole Applicant and having been

qualified by the Seller submitted its Request For Proposal to purchase the Unit

(For Consortium)*

AND WHEREAS, The Consortium consisting[ ]and [ ]with [ ] as its Lead

member, being interested in purchasing the Unit submitted its Expression Of Interest cum

Request For Qualification and having been qualified at the stage of EOI cum RFQ, the Seller

submitted its Request For Proposal to purchase the Unit.

And Whereas The Members of the Consortium had entered into the Memorandum Of

Understanding dated _____, a copy of which has been provided to the Seller, specifically

for the purposes of this Transaction and the particulars of the Members of Consortium

and their respective shareholdings in the Consortium are as given below:

S. No. Name and address of

Consortium Member

Percentage shareholding in the

Consortium

(Lead Member)

AND WHEREAS above said Consortium has formed the Special Purpose Vehicle

(SPV) in the form of a Company in the name of --------------- having Registered office

at ................ and the said SPV, being the Purchaser under their Presents is entitled

to enter into this Slump Sale Agreement as per provisions of the RFP

(applicable only in case the Purchaser is a Consortium)

And Whereas during the process of competitive bidding, [Name and address of the

Company] has represented itself as being an Associate or Group Company of thePurchaser. The Net Worth and Turnover of the Associate(s) / Group Company(ies) (terms

defined hereinafter) of the Purchaser had been considered by the Seller while evaluating

the Bid and accordingly, the Purchaser was selected based on the same.


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(Applicable only in case the Purchaser has been selected on the basis of the financials

credentials of an Associate or Group Company)

WHEREASafter evaluating all the proposals received by the Seller from interested parties, the

Seller accepted the proposal submitted by the Purchaser to purchase and legally and beneficiallyown the Unit on asiswhereis basis for the consideration and upon the terms and conditions

set-out hereinafter;

AND WHEREAS, the Parties, having arrived at an understanding in respect of the above, are

now desirous of recording the same in writing and as such are executing these presents.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS,

CONDITIONS AND AGREEMENTS SET FORTH HEREIN AND THE

RELATED DOCUMENTATION AND OTHER CONSIDERATION, THE

SUFFICIENCY AND ADEQUACY WHEREOF IS HEREBY ACKNOWLEDGED,AND INTENDING TO BE LEGALLY BOUND, THE PARTIES HERETO

AGREE AS FOLLOWS.

CLAUSE1:DEFINITIONSANDINTERPRETATIONS

1.1 DefinitionsIn this Agreement, the following terms and expressions shall, unless repugnant or

contrary to the context hereof, shall have the meanings assigned herein:

Accounting Advisor shall mean the advisor appointed by the [Seller/] to determine (i)the value of the NWCAA (ii) the First VRS Amount; and (iii) any other action in

connection with this Transaction;

Agent shall mean and include the agent, representative, nominee, officer, director,

employee, attorney or any other person validly acting for and on behalf of a Party;

Agreement shall mean this Slump Sale Agreement and all Annexures and Schedules

attached hereto alongwith the EOI cum RFQ and RFP, and shall include anymodifications hereto in writing between the Parties in terms hereof after the Signing

Date;

Approvals and Intimations shall mean all requisite statutory, regulatory and

Government approvals, consents, filings, clearances, licenses and permissions including

those from banks and financial institutions, creditors, suppliers, customers, insurance


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information that is generally available to the public or which is already in the knowledge

of the Purchaser, its Group Company(ies) or Associate(s) or its/ their Agents and such

knowledge has been acquired by lawful means from sources other than the Seller;

Contracts shall mean contracts relating to the Unit entered into by the Seller with any

Persons and subsisting as on the Signing Date;

Current Assts shall mean all current assets including Loans & Advances (excluding Cashand Bank Balances, which will not be transferred to Purchaser)mentioned in the BalanceSheet. However Certain Bank/Post Office Deposits (cash equivalents), which areencumbered would be transferred as per annexure-11 of RFP;

Current Liabilities shall mean current liabilities as follows:

a. Suppliers Duesi. Suppliers payable A/c

ii. Performance Guaranteeiii. Sundry Debtors payableiv. Security Deposit payablev. Payable to Contractors

b. Statutory Duesvi. Income Tax

vii. Sales Tax/VATviii. Entry Tax

ix. Others dues including Purchase tax.Damages shall include all and any losses, damages, dues, costs, claims, demands,

charges, liabilities, whether pecuniary or otherwise, expenses (including, without

limitation, reasonable attorneys fees and expenses actually incurred) or the like, by

whatever name called, whether before any court of law or a quasi-judicial forum or

otherwise actually incurred or suffered by the Party claiming;

Employees mean all officers, permanent and seasonal labour/ staff employed/

including Centralised Service Staff and the Wage Board Employees who are posted in or

in connection with or for the Unit on the Signing Date as listed in Schedule II;

Encumbrance shall include any right, title, lien, charge, benefit or any interest

whatsoever, whether existing or created or purporting to exist or be created, and whether

present, future or contingent, including those in the nature of sale, agreement to sell,

pledge, hypothecation, mortgage, charge (whether fixed or floating), adverse possession,


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or any other rights or encumbrances generally or any other adverse claim of any kind

whatsoever on the Assets;

Excluded Liabilities shall mean Liabilities claimed till Signing Date which are being

retained/ settled by the Seller as described below:;

1. H.O Account2. Inter Unit Account and Subsidiary Account: Any Debit or credit balance should

be treated as settled.3. Cash Credit Limit4. Cane Dues5. Labor Dues.

Explanation:For the purposes of this definition liabilities accrued but unclaimed shall

not be settled or retained by the Seller but the same shall stand transferred to the

Purchaser.

Final Payment Amount shall be the amount arrived at as per the formula provided in

Clause 3.3(d);

Financial Guarantee shall mean the bank guarantee issued by any Scheduled

commercial bank which has been included in the Second Schedule of Reserve Bank of

India Act, 1934 for 75% of the Bid Amount in favour of Uttar Pradesh State Sugar

Corporation Limited ;

First VRS shall mean VRS announced as per Clause 6 of this Agreement;

First VRS Payment Date shall mean the date as provided in Clause 3.2 (a) on which

date the First VRS amount shall be paid by the Purchaser to the Seller ;

Fixed Assets shall mean all fixed assets of the Unit including Lands (including

freehold / leasehold land), buildings, fixed & loose plant & machinery, capital work in

progress etc. as on the Signing Date; more particularly described in Schedule I of this

Agreement.

Group Company or Associate means, in relation to the Purchaser, a Person who

controls, is controlled by, or is under the common control with the Purchaser (including

any member of the Consortium where the Purchaser is a Consortium). As used in this

definition, the expression Control means with respect to a person which is a company

or corporation, the ownership, directly or indirectly of more than 50% (fifty per cent) of

the voting shares of such person, and with respect to a person which is not a company or


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corporation, the power to direct the management and policies of such person, whether by

operation of law or by contract or otherwise;

Initial Payment Amount means 25% of the Bid Amount plus TDC;

Intimation Date shall mean the date on which official intimation is sent to the Selected

Bidder / Purchaser of his selection as the successful bidder whether sent by means of a

letter, e-mail, fax or any other mode of communication;

Lands mean all lands belonging to and forming part of the Unit, described and detailed

more fully in Schedule Ihereto.

Laws or Applicable Laws shall mean and include the laws of India as may be in

force from time to time, whether in force by way of statutory enactments, rules,

regulations or otherwise.

Liabilities shall mean all the liabilities on account of borrowings by the Company, and

all other liabilities whether ascertained or uncertained, contingent and disputed , in

relation to the Unit, any claims by or due to third parties , and labour, excise, sales tax

claims etc. ;

Material Adverse Effect shall mean any event which individually or in the aggregatewith all other circumstances, conditions, changes in or effects has, had or may have or

could reasonably be expected to have a materially adverse effect on the business,operations, Assets or Liabilities (including, without limitation, contingent liabilities),

Employee relationships, customer relationships, results of operations or the condition

(financial or otherwise) of the Unit, but shall not include any event caused in theOrdinary Course;

Net Working Capital Adjustment Amount or NWCAA shall have the meaning

ascribed to it in Clause 3.4;

Non-Retiring Employees shall mean such Employees who has not been given First

VRS and continue in the employment with the Unit with the benefits of total serviceperiod with the UPSSCL without any break in the service.

Ordinary Course shall mean the ordinary and usual course in which the act in

question has been done or undertaken while carrying on the operations of the Unit prior

to Signing Date;


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Permits means all governmental filings, intimations, permits, consents, licenses,

product approvals, use permits, registrations, re-registrations, applications and filings

pertaining to licenses and permits, whether existing or pending, concessions and other

grants and authorisations issued or granted by governmental, statutory or local authorities

to the Unit .

Performance Guarantees shall have the meaning ascribed to it in Clause 11.3 and

shall be as per the format provided in RFP;

Purchase Priceshall mean bid amount plus Net Working Capital Adjustment Amount

plus other amounts mentioned in Clause 3 of this Agreement:

Person shall include an individual, an association, a firm, a corporation, a partnership

firm, a joint venture, a trust, an unincorporated organisation, a joint stock company,

governmental or statutory authority, including a government or political sub-division, or

agency or instrumentality thereof or other entity or organisation, which is not a party

hereto;

Purchase Price Shall mean Bid amount plus Net Working Capital Adjustment plus all

other amount mentioned in this Agreement.

Signing Date shall mean the date of signing of this Agreement;

Stock shall mean following:

a. Inventory of Sugar, Brown Sugar, Sugar in Process.b. Inventory of Molasses, Molasses in Process,c. Stores and Spares and Scrapd. Inventory of Bagasse

Taxes shall mean all and any statutory or other governmental levies, taxes, charges,

cess, penalties, rates, stamp duties and other dues pertaining or relating to the Sale of the

Unit as contemplated herein, including but not limiting to sales tax, income tax,

registration charges, etc.;

Transaction shall have the meaning ascribed to it in Clause 2.1;

Transaction Development Costor TDC shall mean all the fees paid and payable by

UPSSCL to Advisors/Legal Advisors, Accounting Advisor, Valuers and other related

expenses in the process, which shall be reimbursed by the Purchaser to UPSSCL on

Signing Date.


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Transfer/ Sale shall mean and include sale, transfer, assignment, conveyance or the

like, and the cognate expressions of Sale (such as Transferred/ Sold) would be

construed accordingly;

Unit means all rights, title and interest of the Seller in the XYZ Sugar Unit situated at

___________________________________________, Uttar Pradesh together with all the

Assets and , Liabilities including the Contingent Liabilities, Permits, Contracts,

consumables and all other rights and privileges except Excluded Liabilities in relation

thereto.

UP Government or GoUP shall mean and include all the concerned departments

and authorities of the Government of Uttar Pradesh;

VRS shall mean the voluntary retirement scheme to be offered to the Wage Board

Employees and the Centralized Service Staff in accordance with this Agreement.

Wage Board Employees shall mean employees working in the Units whose services

are governed by the Wage Board.


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1.2 INTERPRETATIONSUnless otherwise stated or unless the context otherwise requires, in this

Agreement:

1.2.1 the headings used in this Agreement are included for convenience only and shall

not be used in construing or interpreting this Agreement;

1.2.2 any reference to the plural shall include the singular and the vice-versa;

1.2.3 any reference to masculine gender shall include feminine or neutral gender;

1.2.4 the references to the Recitals, Articles, Clauses, and Annexures shall be

references to the Recitals, Articles, Clauses, Schedules and Annexures of this

Agreement;

1.2.5 the references to statutes shall be references to the statutory enactments, rules and

regulations in force (as modified, amended or re-enacted as of the appropriate

date) ;

1.2.6 reference to any Party to this Agreement shall, where the context permits, include

its successors in title;

1.2.7 reference in this Agreement to do or not to do anything which any Party isrequired to do or not to do shall include its acts, defaults and omission whether:

(a) direct or indirect,

(b) on its own account, or

(c) for or through any other person, and

(d) those which it permits or suffers to be done or not done by any other

person;

1.2.8 the effect of all obligations affecting the Parties under this Agreement iscumulative and no obligation shall be limited or modified by any of the other

obligations unless there is in this Agreement an express limitation or

modification;

1.2.9 where a word or phrase is defined, other parts of speech and grammatical forms of

that word or phrase shall have corresponding meanings;


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1.2.10 any reference to writing includes printing, typing, lithography and other means

of reproducing words in permanent visible form, including in electronic form;

1.2.11 the terms include and including shall mean, include / including without

limitation; and

1.2.12 any capitalized term used in this Agreement and not specifically defined herein

shall have the same meaning ascribed to them in the EOI cum RFQ and RFP, as

the case may be.

CLAUSE2:TRANSFEROFUNIT

2.1 In consideration of the Purchase Price to be paid by the Purchaser to the Seller inthe manner set out herein andsubject to the provisions of this Agreement , on theClosing Date, the Seller shall Transfer and deliver to the Purchaser and the

Purchaser shall purchase, acquire and accept from the Seller, all rights, title and

interest of the Seller in and to the Unit, together with all Assets and Liabilities

except Excluded Liabilities. as a going concern on an as is where is basis

collectively( The Unit).

2.2 The Parties agree that the Seller shall Transfer the Possession of the unit to thePurchaser on the Signing Date as per the terms and conditions set out in Clause 8

of this Agreement after compliance with Payment terms set out in Clause 3.1

2.3 The Parties agree that the Seller shall Transfer the Fixed Assets to the Purchaser on

the Closing Date. Further, the Parties agree that the Seller shall not transfer the

Excluded Liabilities to the Purchaser and the Seller shall continue to retain

ownership and / or responsibility for the same.

The Transfer and transactions contemplated in this Agreement are hereinafter

referred to as Transaction.

2.4 The Parties acknowledge and agree that the Transaction will constitute an outright

slump sale of the Unit as an inseparable whole as a going concern on as is where

is basis for a consideration of Purchase Price.

2.5 The Purchaser shall obtain all necessary and relevant permissions, approvals,

consents as may be required from appropriate governmental / statutory /

municipal authorities for running and operating the Unit currently at its sole cost


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and expense. The Seller shall assist in the transfer or assignment of any Permits

that are capable of being transferred or assigned. The Seller shall however co-

operate by giving its consent and no objection letters in obtaining such

permission/ grant of relevant approvals to the Purchaser, as may be reasonably

requested by the Purchaser from time to time.

2.6 It is hereby further agreed between the Parties that all contingent liabilities and

legal cases pending in respect of the Unit, shall be transferred by the Seller to the

Purchaser and the Purchaser is solely liable in respect of such contingent

liabilities from the Singing Date and the Seller shall have no liabilities whatsoever

in such respect.

2.7 It is further clarified that the Seller shall also transfer all books of account,

documents and records pertaining to the Unit including those related to the

contingent liabilities and legal cases. On the Signing Date, the Seller shall:

a) hand over possession of all Assets;4b) deliver to the Purchaser all documents and registrations evidencing the

rights of the Seller to the Assets other than Fixed Assets;

c) transfer to the Purchaser the Contracts;

d)

deliver to the Purchaser such other material documents that pertain to theUnit and which may be in possession of the Seller to consummate Sale of

the Unit; and

2.8 The Employees of the Seller who have either not exercised the option of First

VRS or where the Purchaser has not given consent for acceptance of First VRS

shall continue serving the Unit. The Purchaser shall not retrench any of the Non

Retiring Employees and would carry out operations of the Unit for at least one

complete crushing season or one year from the Closing Date whichever is earlier

(which shall however not be earlier than the implementation of the Second VRS).

2.9 The Purchaser agrees that it shall maintain separate Books and Records with

respect to the Unit from the Signing Date till the Closing Date.


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2.10 From Signing Date to Closing Date, the Purchaser is entitled to operate the Unit

and responsible for all the responsibilities and running expense including salaries

etc. Pertaining to the Unit including statutory, legal or any other liability. All

operating profit or loss from the operations of the Unit will belong to the

Purchaser from Signing Date.

2.11 Inter Unit Account and Subsidiary Account should be treated as settled after

Singing date. The Purchaser shall not have any claim or obligation to pay any

amount pertaining to Inter Unit Account and Subsidiary Account.

EXPLANATION: For the purposes of this clause Inter unit Account means accounts

relating transactions between two units of the UPSSCL and subsidiary accounts

means accounts relating transactions between unit of UPSSCL and unit of its

Subsidiary

CLAUSE3:PAYMENTOFMONIES

The consideration for Transfer of the Unit shall be the aggregate of the following

amounts to be paid by the Purchaser together with certain other dues in the manner set

forth below.

3.1 Initial Payment:a) The Purchaser shall pay the Initial Payment Amount which is equal to

25% of the Bid Amount plus TDC on the Signing Date to the Seller.

b) The amount of TDC as estimated by the Seller shall be intimated to thePurchaser prior to the Signing Date.

c) Along with the Initial Payment Amount, the Purchaser shall also submit tothe Seller, the Financial Guarantee from any scheduled commercial bank

for balance 75% of the Bid Amount. The Financial Guarantee shall have

validity for at least 90 days from the Signing Date.d) Upon receipt of the Initial Payment Amount and the Financial Guarantee

by the Seller the Parties shall execute this Slump Sale Agreement.


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3.2 Second Installment:a) As second installment of the consideration (Second Installment) for

transfer of the Unit, the Purchaser shall pay the cost of First VRS,

determined as per Clause 6, within 21 days from the Signing Date to

UPSSCL (First VRS Payment Date).

b) The Seller shall provide the amount of First VRS payment to thePurchaser as the Second Installment amount at least 03 days before the

First VRS Payment Date.

3.3 Final Payment:a) The Purchaser shall pay the Final Payment Amount within forty five (45)

days from the Signing Date to the Seller (the Final Payment DueDate). The Net Working Capital Adjustment Amount shall be determined

in accordance with the Sub-clause 3.4.

b) However, the Purchaser has the option of making payment of the FinalPayment Amount on the Extended Final Payment Due Date which shall be

allowed till March 31, 2010 (the Extended Final Payment Due Date).

In case the Purchaser is willing to exercise the option for making payment

of the Final Payment Amount on the Extended Final Payment Due Date,

the Purchaser shall have to intimate the Seller in writing his willingness toexercise this option and the number of days of extension it desires, by a

notice in writing to be received by the Seller at least five working days

prior to the Final Payment Due Date. Along with the letter for extension of

Final Payment Date, the Purchaser shall provide the Seller a letter from

the concerned bank confirming that the Financial Guarantee for the 75%

of the Bid Amount has been extended up to May 15, 2010.

c) If the Final Payment Due Date is extended as above, the Purchaser shallpay interest for such extended period, that is, from 46

th day till the

Extended Final Payment Due Date @ SBI PLR + 2% as prevailing on the

Final Payment Due Date. The interest will have to be paid with the final

payment.

d) Accordingly, the Final Payment Amount shall be calculated in thefollowing manner:


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Final Payment Amount = 75% of Bid Amount + Net Working Capital

Adjustment Amount + Applicable Interest for extended period (if any)

3.4 Net Working Capital Adjustment AmountThe Seller shall appoint an independent Accounting Advisor for computation of

Net Working Capital Adjustment Amount (NWCAA).

a) The Net working Capital Adjustment Amount NWCAA shall bedetermined as follows:

Net Working Capital Adjustment amount (NWCAA) =[(Current Assets (excluding

Stock, Cash & Bank Balance) on Signing Date Current Assets (excluding Stock,

Cash & Bank Balance) as on March 31, 2009) + (Stock Value on Signing Date

Stock Value as on June 30, 2009) (Current Liabilities on Signing Date Current

Liabilities as on March 31, 2009)] + Applicable interest amount as per Clause

The Accounting Advisor shall intimate the value of NWCAA and submit the

report within 15 days of the Signing Date to the Seller.

3.5 After payment of First Installment (Initial Payment) and up to Final Payment of BidAmount as laid down above, if the Bidder/Purchaser defaults in any payment at anystage or breaches any of the terms and conditions, the entire amount paid by thePurchaser up to that point, shall be forfeited and following shall take place

a. The process of selection of Purchaser may be started de novo if UPSSCL sodecides.

b. The Purchaser shall return the possession of the Unit(s) within 15 days fromthe notice of default.

c. The Purchaser shall also reimburse the damages to the Units as estimated byUPSSCL.

d. Invocation of the Financial and Performance Guarantee furnished by thePurchaser

CLAUSE4: LIABILITIESANDEXCLUDEDLIABILITIES

The Seller in accordance with the provisions of this Agreement shall Transfer the

Liabilities of the Unit other than Excluded Liabilities to the Purchaser on the Signing

Date.


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CLAUSE5: ASSETS

5.1 The Seller in accordance with the provisions of this Agreement shall Transfer theAssets other than Fixed Assets to the Purchaser on the Signing Date. The Seller

shall Transfer the Fixed Assets to the Purchaser on the Closing Date.

5.2 Prior to Closing Date, the Seller shall clear all Encumbrances over the Assets.Further, the Seller shall, on such date, provide proof of clearance of such

Encumbrances. Upon removal of the above existing Encumbrances on the Assets,

the Seller shall not create any further Encumbrances.

CLAUSE6:SERVICECONDITIONSFORTHEEMPLOYEES

6.1 SERVICECONDITIONSFORWAGEBOARDEMPLOYEESa) First Voluntary Retirement Scheme (First VRS) The wage board

employees of the Units has opted for voluntary retirement wherein they will

be paid as per GoUP norms according to their years of service

performed/remaining. (Details for First VRS which has been announced byUPSSCL as per Schedule of this Agreement).

b) Continue employment with the Unit under new management of purchaser: The remaining wage board employees of the Units shall continue their service

at the existing service conditions and no retrenchment of employees shall beundertaken by the Purchaser for at least one complete crushing season or one

year from the Signing Date with Purchaser whichever is earlier (which shall

however not be earlier than the implementation of the Second VRS)

c) Second Voluntary Retirement Scheme (Second VRS) - Within onecalendar year or after one crushing season from Signing Date with the

Purchaser, whichever is earlier, the wage board employees shall be given anoption to opt for Second VRS by the Purchaser. The terms of the Second VRS

shall not be inferior to the then prevailing terms for the VRS scheme of

GoUP. The Purchaser shall be obligated to pay the VRS dues to such wageboard employees who opt for the Second VRS.

6.2 SERVICECONDITIONSFORCENTRALIZEDSERVICESTAFF1. First Voluntary Retirement Scheme (First VRS) Centralized service staff

deputed at the units have opted for voluntary retirement or agreed for the transferof the services to the Unit(s) , In case they have opted for VRS they will be paid

as per GoUP norms according to their years of service performed/remaining.

(Details for First VRS which have been announced by UPSSCL as per Schedule).


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2. Continue employment with the Unit under new management of Purchaser:The posted/deputed Centralized Service Staff who have opted for services of the

Unit shall continue their service at the same service condition and at revised pay

scales as per terms of the Sixth Pay Commission of the Government of India as

adopted by GoUP. No retrenchment of Centralized Service Staff shall beundertaken by the Purchaser for at least one complete crushing season or one year

from the Signing Date whichever is earlier (which shall however not be earlier

than the implementation of the Second VRS scheme provided below).

3. Second Voluntary Retirement Scheme (Second VRS) within one calendaryear or after one crushing season from the Signing Date, whichever is earlier, theCentralized Service Staff transferred to the Unit shall be given an option to opt for

Second VRS by the Purchaser.

The terms of the Second VRS shall not be inferior to the then prevailing terms for

the VRS scheme of GoUP. The Purchaser is obligated to pay the VRS dues tosuch Centralized Service Staff who opt for the Second VRS.

CLAUSE7: VRSPROCESSANDOTHERSERVICECONDITIONS

7.1 The First VRS has been announced by UPSSCL for Wage Board Staff andCentralized Staff who do not wish to continue the employment with the Unit.

7.2 The Purchaser will be consulted to finalize Wage Board Employees whose VRSapplication Purchaser is willing to accept.

7.3 The Purchaser is obligated to pay the VRS to such Centralized Service Staffposted/deputed at Unit who opt for the First VRS and do not agree to continue

employment of the Unit under new management.

7.4 First VRS Amounts to be computed by Accounting Advisor/UPSSCL within 15days from the closure of the First VRS Scheme.

7.5 Payment of the VRS amount to be paid to the Seller by the Purchaser on the FirstVRS Payment Date.

7.6 The Employees of the Unit who have not opted for VRS Scheme or whose FirstVRS option has not been accepted and Employees of Centralized Staff who has

given their consent to continue employment with the Unit without break with full

benefit of Service period with the UPSSCL will continue their services at the Unit

after Signing Date.


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7.7 Lock-in of one crushing season or one calendar year whichever is earlier from theSigning Date for the Non Retiring employees on the following terms;

a. The wage board employees shall continue at the prevailing sugar wageboard rates

b. The centralized service staffs who have opted for the services of theUnit(s) shall continue at revised pay scales not inferior to the 6

thPay

Commission o f Government of India as adopted by GoUP.

c. No Retrenchment of wage board employees or centralized service staffshould take place during this lock-in period

7.8 After one crushing season or one calendar year whichever is earlier from theSigning Date , the Purchaser will be bound to offer the Second VRS and provide

VRS benefits to all the employees who opt for VRS. The terms of the second

VRS will not be inferior to the then prevailing VRS policy of GoUP.7.9

The Purchaser shall provide a Performance Guarantee of Rs.5,00,00,000 (Rupees

five crores) to the Seller for implementation of Second VRS in accordance with

the terms of this Agreement.

7.10 The service of no Employee shall be interrupted due to change of managementi.e. the Non Retiring Employees would continue with the benefit of continuity of

service (i.e., such Employees would be given the benefit of the number of years of

services performed in the Unit or with Seller) in regard to retirement benefits

including but not limited to provident fund, leave encashment and gratuity.

7.11 Gratuity and PFa) A PF Trust has been created at the Head Office of Seller whose beneficiaries are

the Centralized Services Staff.

b) The PF Funds of the Centralized Services Staff who opt to continueemployment with the Unit shall be transferred to the PF Trust of the

Purchaser. In case the Purchaser has no Trust for PF funds, then the funds

shall be transferred to the PF Commissioners account.

c) With respect to the Wage Board Employees PF records are maintained bythe respective Regional Provident Fund Commissioners (RPFCs) andtheir contribution is sent to the respective RPFCs.

d) The PF dues of the Wage Board Employees and Centralized Service Stafftill Signing Date shall be the obligation of the Seller.


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e) The amount in respect of Gratuity/ Leave encashment shall be the liabilityof the Purchaser as and when it becomes due and payable to the

Employees.

7.12

The Seller shall be liable to pay to the Employees all amounts becoming due andpayable to them, as per the terms of employment and statutory provisions whether

by way of salary, bonus, or otherwise, calculated and due up to Signing Date. Any

liability to settle unpaid dues to the Employees incurred or arising or accruing

after the Signing Date shall be borne by the Purchaser.

7.13 General Conditions of Employment PolicyThe Purchaser agrees to adopt the following measures with respect to the

employment policy after the Signing Date:

a) The Purchaser agrees to provide reservation in employment or other mattersas per the applicable GoUP policies for private sector undertakings.

b) The Purchaser agrees to recognize that the GoUP in relation to itsemployment policies follows certain principles for the benefit of the

members of the Scheduled Castes/ Scheduled Tribes, physically

handicapped persons and other socially disadvantaged categories of the

society. The Purchaser shall use its best efforts to provide adequate job

opportunities for such persons. Further in the event of any reduction in thestrength of the Employees of the Unit, the Purchaser shall use its best efforts

to ensure that the physically handicapped persons, Scheduled

Castes/Scheduled Tribes are retrenched at the end.

CLAUSE8:POSSESSIONOFTHEUNIT

8.1 (a) It is hereby agreed between the Parties that the Seller shall handover thepossession of the Fixed Assets in accordance with this Agreement.

(b) The Parties agree that on the Signing Date, the Purchaser shall be handedover the possession, custody and control of the Fixed Assets till the

Closing Date. During the period of such possession the Purchaser shall be

entitled to carry out repairs and maintenance (R&M) of the Fixed Assets

in the Ordinary Course at its own cost and have the right to carry out

crushing activities in the Unit.


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8.2 For the avoidance of doubt it is hereby clarified that until Closing Date, the rights,

title and interest in the Fixed Assets shall remain with the Seller and only the

possession, custody and control of the Unit will be handed over to the Purchaser.

Nothing herein shall be deemed to be transfer of right, title or interests of any kind

whatsoever in favour of the Purchaser in respect of the Fixed Assets.

8.3 From the Signing Date and till the Closing Date, the Purchaser shall:

a) give to the Seller right to access, audit, inspect , take copies as requested by theSeller to the books, documents and records which pertain to the Unit and which

are being Transferred in terms hereof and also provide copies of such documents

and information as the Seller may reasonably require;

b)

deal with the Fixed Assets in the Ordinary Course, as per Law and maintain allinsurance policies; and Purchaser will not distort the basic nature of the Fixed

assets and no major alterations will be allowed during this period.

c) immediately inform the Seller upon occurrence of any Material Adverse Effect inthe Unit or any part thereof or any material variances or breach of any

representations, warranties or covenants hereunder of the Seller;

d) not create any Encumbrance on or in any of the Fixed Assets, assume anyEncumbrance in respect thereof or Transfer the same in favour of any third

Person; and

e) not, after the Signing Date, acquire or dispose of, or agree to acquire or dispose of, anymaterial Asset, or cause any material variation in Liabilities except with the prior

approval of the Seller, in writing.

Without prejudice to the generality of the foregoing, the Purchaser shall not, without

prior approval of the Seller, in writing:

a) create any Encumbrance on or in any of the material Assets , assumeany Encumbrance in respect thereof except for working capital

borrowing or Transfer the same in favour of any third Person;

b) assume any Liabilities or borrow any money in relation to the Unit,except for the purposes of working capital requirements;


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c) wilfully or negligently damage or destroy, any Asset which maymaterially affect the Unit;

d) waive any receivables, debts, claims or rights in relation to the Unit;e) write-off or write-down any of the material Assets;f) amend, terminate, waive, dispose, or allow lapse of, or fail to preserve,

any of the Permits;

g) increase the total number of the Employees or vary the terms andconditions of employment of its Employees, except in the Ordinary

Course;

h) cancel or amend the terms of any Contracts except in ordinary course;i) enter into any collective bargaining agreement with the Employees;

and

j) undertake any Capital Expenditure activity8.4The Purchaser agrees that after the execution of this Agreement and prior to Closing,

Purchaser shall (a) promptly inform the Seller in writing about any matter arising

after the date hereof that, if existing at, or occurring on, the date of this Agreement,

would have been required to be set forth or described or addressed in this Agreement;

(b) give written notice to Seller promptly after becoming aware of the occurrence or

non-occurrence of any event or circumstance which would cause any condition to

Closing not to be satisfied. In such event, the Seller will use its reasonable efforts to

prevent or promptly remedy any matter which is or would be the subject of any such

notice.

CLAUSE9:CONDITIONSPRECEDENT

Notwithstanding anything to the contrary herein contained or implied, it is

expressly agreed and declared that the following conditions precedent shall be

fulfilled prior to Closing:


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a) The Purchaser having paid the First VRS amount and the Final PaymentAmount;

b) the Purchaser having furnished Financial Guarantee and PerformanceGuarantee;

CLAUSE10:CLOSINGOFTHETRANSACTION

10.1 The Closing shall take place only after each of the Conditions Precedent are duly

complied with by the Purchaser to the satisfaction of the Seller including the

payment of all monies contemplated herein. In this regard, it is agreed that upon

fulfilment of each of the Conditions Precedent, the Parties shall undertake such

steps as may be required to achieve Closing.

10.2 On or before the Closing Date, the Seller shall execute such deeds and documents

and undertake all such acts and omissions as may be reasonably required by the

Purchaser for effecting and evidencing Sale of the Unit.

10.3 On or before the Closing Date, each Party shall hand over a signed letter to the

other Party that all the representations and warranties made hereunder are true on

the Closing Date.

10.4 The Seller shall cooperate with the Purchaser and execute all such documents

including power of attorney(s), if required, and do such further acts that may benecessary for perfecting the title of the Purchaser in the Unit or any of the Assets

acquired by the Purchaser.

CLAUSE11:BIDSECURITYANDPERFORMANCEGUARANTEE

11.1 BID SECURITY

(i) The Bid Security of the Purchaser (the Bid Security) shall be refunded within

30 days from the Closing Date.

(ii) The entire Bid Security shall be forfeited in the following cases:

1. In case the Purchaser fails to pay any amount as per the PaymentMechanism in Clause 3, or


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2. If the Purchaser is disqualified as per the terms of the RFP, or3. In case the Purchaser fails to deposit Financial Guarantee in accordance

with Clause 11.2.

11.2 FINANCIAL GUARANTEE FOR BALANCE 75% OF BID AMOUNTa. The Purchaser confirms having the Financial Guarantee in favour of UPSSCL, the

details of which are as under:

Bank Guarantee No . Dated for Rs. .. issued by . (Bank)

valid upto

b. In the event of Purchaser defaulting in payment at any stage or committing abreach of any terms and conditions of this Agreement, the Financial Guarantee

shall be invoked without any prior intimation to the Purchaser.

c. The Financial Guarantee shall be released within 10 days of payment of all duesby the Purchaser under this Agreement.

11.3 PERFORMANCE GUARANTEE

(i) The Purchaser should submit Performance Guarantee within 45 days of the

signing date. The Performance Guarantee should be equivalent to Rs. 5.00 crores(Rupees five crores only), to be initially valid for 18 months from the Signing

date, in favour of the Seller in the form of single or multiple bank guarantees

issued by scheduled commercial bank.

(ii) The Purchaser agrees that the Seller shall have unconditional and irrevocable rightto invoke the Performance Guarantees in the events of the Purchaser failing to

implement Second VRS or does not comply with the Consortium related

covenants.

(iii) The Performance Guarantees shall be released within thirty days afterimplementation of Second VRS and satisfactory compliance of Consortium

related Covenants.


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CLAUSE12:PAYMENTOFTAXESANDSTAMPDUTY

12.1 The Purchaser shall, save as herein expressly provided, bear, pay and discharge

all assessments, rents, rates, taxes, outgoing and impositions of whatsoever nature

relating or pertaining to the operations and activities of the Unit pertaining to the

period after the Signing Date. The Purchaser shall be liable and responsible for all

obligations or liabilities arising from or in respect of the operations and activities

of the Unit of the Seller after the Signing Date.

12.2 The Purchaser shall bear, pay and discharge all liabilities, obligations,

assessments, rents, rates, taxes, outgoings and impositions of whatsoever nature

relating or pertaining to the operations and activities of the after the Signing Date.

12.3 Save and except as herein otherwise provided, the Purchaser shall bear and pay

the stamp duty, registration charges and sales tax or any other applicable tax, if

any payable, on or in respect of the Transfer of the Unit.

12.4 Capital Gains tax, if any, payable in connection with the Transfer contemplated

under this Agreement, shall be borne by the Seller.

CLAUSE13:OBLIGATIONSPOSTSIGNINGDATE

13.1 The Parties agree that within a period of ninety (90) days from the Signing Date

or such other extended period as the Parties may agree, the Seller and Purchaser

shall fulfil the following conditions as applicable to them:

13.1.1 Letters to debtors

The Seller and the Purchaser shall advise each of the parties from whom sums,

which form part of book debts and advances, are due and receivable, to pay such

sums directly and only to the Purchaser after Signing Date.

13.1.2 Letters to creditors

The Seller and the Purchaser shall advise each of the parties to whom sums,

which are expressly provided for in the Certain Liabilities, are payable that such

sums shall be payable by the Purchaser after the Signing Date to the exclusion of

the Seller.


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13.1.3 Licenses and Permits

The Seller shall provide all assistance as may be required by the Purchaser to

obtain all Permits that are not capable of being transferred along with the Unit.

13.2 The Seller agrees with the Purchaser to provide all reasonable assistance, co-

operation and support including declarations, forms, documents etc. to enable the

Purchaser to adequately deal with all litigation, tax claims, proceedings,

assessments etc. Any requests by the Purchaser for access to any of the books of

account, records and files in respect of the Unit, shall be made by giving the

Seller written notice of 7 (seven) days .

13.3 The Seller shall ensure that all monies received by it after the Signing Date

towards repayment of any book debts or advances granted by it to any person are

received by it only for and on behalf of the Purchaser and that the same shall be

transferred to the Purchaser immediately.

13.4 The Seller shall cooperate with the Purchaser in providing all information,

documents and support as may be desired for defending the pending litigation

matters transferred to the Purchaser under this Agreement.

CLAUSE14:REPRESENTATIONSANDWARRANTIES

14.1 The Seller represents and warrants to the Purchaser as under:

(a) That it is legally competent to enter into and has the full right, power and

authority to execute and deliver this Agreement, to perform its obligations

hereunder and that this Agreement is valid and legally binding on it and is

enforceable against it in accordance with terms contained hereof.

(b) All necessary Approvals and Intimations that are required to be obtained

from or made to any Person, before execution, delivery and performance

of its obligations hereunder have been duly obtained/ made before theSigning Date.

(c) The execution and delivery of this Agreement and the performance of its

obligations hereunder have been duly and validly authorized by its

committee of management and / or shareholders and all necessary action

with regard to the same has been duly complied with and the copy of such


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resolutions / authorisations provided by it to the Purchaser along with

execution hereof are true and complete;

(d) The execution, delivery and performance by it of this Agreement does not

and will not:

(i) violate any of the provisions of its constitutional documents;

(ii) breach or result in a default of any agreement entered into by it or

of any contract, agreement, instrument or document to which it is a

party or by which it or its assets are bound;

(iii) breach or otherwise violate any order, writ, judgment, injunction or

decree issued by any governmental authority or violate any Lawapplicable to it, its business or assets;

(iv) except as provided herein, require any consent, authorization,

approval, exemption or other action by, or any filing, registration

or qualification with, any Person or entity.

(e) Save and except what is expressly stated herein, neither the Seller nor any

of its agents, employees, attorneys, representatives, directors, or officers

have made any representations or warranties regarding the Unit of anykind or nature whatsoever including without limitation on any matter

pertaining thereto including its Assets, Liabilities or Employees.

14.2 The Purchaser represents and warrants to the Seller as follows:

(a) That it is legally competent to enter into and has the full right, power and

authority to execute and deliver this Agreement and to perform its

obligations hereunder, and that this Agreement is valid and legally binding

on it and is enforceable against it in accordance with terms contained

thereof.

(b) All necessary Approvals and Intimations that are required to be obtained

from or made to any Person, before execution, delivery and performance

of its obligations hereunder have been duly obtained/ made before the

Signing Date.


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(c) The execution and delivery of this Agreement and the performance of its

obligations hereunder have been duly and validly authorized by its board

of directors and all necessary corporate action with regard to the same has

been duly complied with and the copy of such board resolutions provided

by it to the other Party along-with execution hereof are true and complete;

(d) The execution, delivery and performance by it of this Agreement do not

and will not:

(i) violate any of the provisions of its constitutional documents;

(ii) breach or result in a default of any agreement entered into by it or

of any contract, agreement, instrument or document to which it is a

party or by which it or its assets are bound;

(iii) breach or otherwise violate any order, writ, judgment, injunction or

decree issued by any governmental authority or violate any Law

applicable to it, its business or assets;

(iv) except as provided herein, require any consent, authorization,

approval, exemption or other action by, or any filing, registration

or qualification with, any Person or entity.

(e) It has not filed for bankruptcy or has been involved in any bankruptcy,

liquidation or winding up proceeding whatsoever;

(f) The Purchaser has reviewed the information made available to it in the

Data Room and has also conducted a detailed on-site visit of the Unit .;

(g) The Purchaser has reviewed the Guidelines for Selection of

Consultants/Advisors, Developers for PPP Projects and Private Partners

for Disinvestments issued by the Department of Infrastructure

Development, Government of Uttar Pradesh and represents that the

Purchaser is duly qualified in terms thereof.

14.3 Nothing herein contained shall prevent the Purchaser from mortgaging /

hypothecating any Assets of the Unit with any scheduled bank registered with the

Reserve Bank of India/international bank or financial institution (Purchasers

Lender) as security for any financial arrangement/facility made available by


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such bank/institution/lender to the Purchaser after Closing Date. The Purchaser

expressly agrees and hereby undertakes not to transfer the unit prior to

implementation of Second VRS.

CLAUSE15:INDEMNITY

15.1 The Purchaser agrees to indemnify, defend and hold the Seller, its officers,

Advisors, agents and employees harmless from and against any Damages that the

Seller may suffer, sustain, incur or become subject to, arising out of or due to: (a)

the material breach of any representation, warranty of the Purchaser in this

Agreement; (b) the material non-fulfilment of any covenant, agreement or other

obligation of the Purchaser under this Agreement; (c) any material non-

compliance by the Purchaser with any Law, corporate or regulatory requirement,

which may be applicable to the Transfer of the Unit; (d) any Certain Liability.

CLAUSE16:TERMINATIONANDCONSEQUENCESOFTERMINATIONAND

VACATIONOFPREMISES

(i) The Seller shall be entitled to terminate this Agreement in case of occurrence ofany of the following events, if such defect / breach is not cured by the Purchaser

within 30 days of notice from the Seller:

(a) in case of the Purchaser not paying the First VRS amount, the FinalPayment Amount or not furnishing the Performance Guarantee;

(b) in case of any material breach of this Agreement by the Purchaser;(c) in case of any material breach of any representation or warranty, covenant,

agreement and / or other obligation of the Purchaser under this

Agreement;

(d) in case of institution of bankruptcy or insolvency or other similarproceedings against the Purchaser which has an effect on the ability of the

Purchaser to perform its obligations under this Agreement;

(e) in case the Purchaser is a Consortium (i) institution of bankruptcy orinsolvency or other similar proceedings against any member of theConsortium which has an effect on the ability of the Purchaser to perform

its obligations under this Agreement, or (ii) the constitution of the

Consortium is altered in a manner otherwise than in accordance with this

Agreement;


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(ii) In case the Agreement is terminated in terms of Clause 16.1(i), the Purchaser shallreturn the possession of the Unit to the Seller as far as possible in its original

condition within 3 days of issuance of notice for termination of this Agreement

failing which the Purchaser shall be deemed to be in illegal possession of the

Unit.

(iii) In case the Agreement is terminated in terms of Clause 16.1(i), the Seller may inaddition to termination and without prejudice to any other rights and remedies that

the Seller may have, invoke the Financial Guarantee and forfeit the amounts

already received (including the Initial Payment Amount and First VRS amount)

which the Purchaser acknowledges would be a genuine pre-estimate of losses and

damages suffered by the Seller. The Seller shall also be free to Transfer the Unit

to such third party purchaser, eligible under the competitive bidding process.

16.2 In case the Transfer contemplated in this Agreement cannot be consummated on

account of any judgement, order or direction of court, tribunal, quasi-judicial or

statutory authority or change in Law, the Parties would be entitled to terminate

this Agreement by mutual consent. In such a case, the Purchaser will forthwith

hand over the possession of the Unit to the Seller as far as possible in its original

condition and the Seller shall refund all the monies and release the Bid Security,

Financial Guarantee and Performance Guarantee received from the Purchaser in

terms of this Agreement.

CLAUSE17:CONFIDENTIALITY

17.1 Treatment of Confidential Information: During the term of this Agreement, and

for a period of (1) one year following the termination thereof, the Purchaser shall

and shall cause its Associates to, keep confidential and shall not disclose, and

shall cause its Associates not to disclose, to third parties the Confidential

Information received from, or made available by the Seller in the course of the

transactions contemplated hereby, and shall not use and shall cause its Associates

not to use such Confidential Information for any purpose other than the

performance of its obligations under this Agreement. On termination of thisAgreement for any reason, all documents, memoranda, notes and other writings

whatsoever prepared by the Purchaser which contain the Confidential Information

shall be returned to the Seller.

17.2 Notice Prior to Disclosure: If the Purchaser (or its Associate) is requested or

required (by oral questions, interrogatories, requests for information or


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documents, subpoena, civil investigative demand or similar process) to disclose

any Confidential Information, the Purchaser shall promptly notify the Seller of

such request or requirement so that the Seller may seek an appropriate protective

order or waive compliance with the provisions of this Clause.

17.3 Agreements Confidential: The terms and conditions of this Agreement, and all

Annexes Exhibits, Schedules, attachments and amendments hereto and thereto

shall be considered Confidential Information protected under this Clause17. The

Purchaser shall not, issue any press releases or public announcements concerning

this Agreement or its subject matter without the prior written consent of the

Seller.

CLAUSE18:DISPUTERESOLUTION

18.1 If any dispute or difference arises between the Parties hereto during the

subsistence of this Agreement or thereafter, in connection with the validity,

interpretation, termination, implementation or alleged breach of any provision of

this Agreement or regarding any question relating hereto the Parties hereto shall

endeavour to settle such dispute or difference amicably. In the event that they are

unable to agree to an amicable solution to the dispute or difference the Parties

hereto shall refer such dispute or difference for arbitration as per Clause 18.2

hereunder.

18.2 Upon failure to amicably settle (as provided under Clause 18.1 within a period of30 Business Days from raising of the dispute or difference, the dispute or

difference shall be referred to a sole arbitrators to be appointed with mutual

consent. In the event the Parties fail to reach a consensus on the appointment of

such sole arbitrator within 30 days of a dispute being raised by any Party, each

Party would have a right to nominate one arbitrator each and such nominated

arbitrators would thereafter appoint the presiding arbitrator.

18.3 The arbitration proceedings shall be held in accordance with the Arbitration and

Conciliation Act, 1996.

18.4 The place of the arbitration shall be [Lucknow].

18.5 The proceedings of arbitration shall be in the English language.


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18.6 The arbitral award shall be substantiated in writing and the arbitral tribunal shall

also have the right to decide on the costs of arbitration proceedings.

CLAUSE19:MISCELLANEOUS

19.1 CONDITIONS FOR CHANGE IN A CONSORTIUM

(applicable only if the Purchaser is a Consortium)

In case the Purchaser is a Consortium, the Parties hereby agree and undertake as follows:

i. The Lead member of the Consortium shall maintain at least 51% of the interest inthe Consortium for a period of 1 year from the Closing Date. The other membersof the consortium will maintain at least 10% of the interest in the Consortium for

said period of 1 year.

ii. The composition of the Consortium (including addition of new member) shall notbe altered for a period of 1 year from the Closing Date. . However, inter-sechange in shareholding among the members is permissible subject to the Lead

Member maintaining 51% stake during the said period.

iii. The members of the Consortium have submitted an undertaking to the Sellerclearly agreeing that each of the members shall be jointly and severally liable forall the obligations of the Purchaser in this Agreement. In confirmation of the

foregoing, all the members of the Consortium have signed this Agreement.

19.2 Expenses

Save as expressly provided herein, and the RFP, each Party will bear the legal,

accounting and other expenses incurred by such Party in connection with the

negotiation, preparation and execution of this Agreement.

19.3 Assignment

Purchaser shall have no right to transfer/assign this Agreement or any right,

interest or obligation hereunder to any person before execution of Sale Deed in

respect of Unit.

19.4 No Waiver

The failure of a Party at any time to require observance or performance by any

other Party of any of the provisions of this Agreement shall in no way affect the


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first stated Partys right to require such observance or performance at any time

thereafter and shall not amount to waiver by the first stated Party of its rights.

19.5 Amendments

This Agreement may be amended only in writing signed by both the Parties, and

any such amendment shall be effective only to the extent specifically set forth in

such writing.

19.6 Counterparts

This Agreement would be executed in two (2) originals, each of which, when so

executed, shall be deemed an original, but both of which shall constitute but one

and the same instrument.

19.7 Entire Agreement

This Agreement, together with the other agreements referred to herein and the

schedules and exhibits attached hereto, contains the entire agreement of the

Parties with respect to the transactions contemplated hereby and supersedes all

prior written and oral agreements, and all contemporaneous oral agreements,

relating to such transactions.

19.8 Public Announcements

Upon execution hereof, the Parties shall jointly plan any disclosures about the

transaction contemplated herein to the public, in good faith, except any

disclosures as may be required under Law, or in the case of the Seller, to

Employees and other third parties affected by this transaction.

19.9 Further Assurances

(a) The Parties shall from time to time do and perform such additional actsand execute and deliver such additional documents and instruments as

may be required by applicable governmental rules or reasonably requested

by any Party to establish, maintain or protect its rights, interests or

remedies or to effect the intents and purposes of this Agreement.


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(b) Except to the extent required by Law, the Purchaser and the Seller, shall

not, at any time, disclose or make public any Confidential Information.

19.10 Remedies under this Agreement

Each Party hereto agree that any remedy or right conferred upon either Party for

breach hereof shall be in addition to and without prejudice to all other rights and

remedies available to it, whether under the Applicable Laws or otherwise.

19.11 Notices

Unless otherwise specifically provided herein, all notices, consents, requests,

demands and other communications required or permitted hereunder:

(a) shall be in writing;

(b) shall be sent by messenger, certified or registered mail or a reliable express

delivery service, charges prepaid as applicable, to the appropriate

address(es) set forth below, or to such other addresses as any Party may

inform, in writing, to the other Party by giving five Business Days prior

notice:

Purchaser [___]

Seller: [___]

(c) shall be deemed to have been given on the date of receipt by the addressee

(or, if the date of receipt is not a Business Day, on the first Business Day

after the date of receipt), as evidenced by a receipt executed by the

addressee (or a responsible person in his or her office), or the records of

the person delivering such communication or a notice to the effect that

such addressee refused to claim or accept such communication, if sent by

messenger, or express delivery service.

19.12 Severability

Any provision of this Agreement which is found to be prohibited or unenforceable

in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

prohibition or unenforceability, without invalidating the remaining portions hereof


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or affecting the validity or enforceability of such provision in any other

jurisdiction.

19.13 Survival

The obligation of the Parties relating to Confidentiality and Indemnification

obligations as per Clause 17 and 15 respectively of this Agreement shall survive

termination or expiry of this Agreement, as the case may be.

19.15 Governing Law

This Agreement shall be a contract under the laws of India and for all purposes

shall be governed by and construed and enforced in accordance with the laws of

India.

19.16 Jurisdiction

This Agreement shall be subject to the exclusive jurisdiction of the Courts at

Lucknow only,

19.17 Period of Agreement

This Agreement shall be valid till Closing which shall not be later than 12 months

from the Signing Date.

IN WITNESS WHEREOFthis Agreement has been executed on the date and year first

above written.

[Name of Seller]

_________________________________

Name:Designation:

[Name of Purchaser]

_________________________________

Name:

Designation:


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Page 37

CONSENTING PARTIES in pursuance of Clause 19.1

(In case of Consortium)

[Name of Lead Member]

_________________________________

Name:Designation:

[Name of Other Member]

_________________________________

Name:Designation:

[Name of Other Member]

_________________________________

Name:

Designation:

(In case of Associate or Group Company)

[Name of Associate / Group Company]

_________________________________

Name:Designation:


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Schedule I

(List of Fixed Assets including Lands)

----------space intentionally left blank----------

Lands

Other Fixed Assets : As per the fixed assets register maintained at Unit Level.


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Schedule II

(List of Employees)


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Page 40

Schedule III

(List of Permits)

Name of the Act

under which

licence isgranted

Name of the

Licence

Licence issuing

Authority

Licence

No/Date

Validity Status

Factories Act1948

FactoryLicence

DEPUTYDIRECTOR,

FACTORIES,

UTTARPRADESH,

[]ZONE, []

.

The Arms Rules

1962

Sulphur

Storage

Licence

DISTRICT

MAGISTRATE,

[], UTTARPRADESH

Water

(Prevention and

Control ofPollution) Act

1974 and Rules

made thereunder.

Water

Pollution

Consent forSugar Unit

Uttar Pradesh

PollutionControl

BoardLucknow.

Uttar Pradesh

Pollution Control

Board, Lucknow

Air (Preventionand

Control of

Pollution)Act 1981 and

Rules

made there

under.

Air PollutionConsent

for Sugar

UnitUttar Pradesh

Pollution

Control

BoardLucknow.

Uttar PradeshPollution Control

Board, Lucknow

.

Industries(Devel

opment&

Regulation)Act,1951

Manufacturin

g ofSugar

Officer on Special

Duty, Secretariatfor Industrial

Approvals, Govt.of India, Ministry

of Industry, Deptt.

of Industrial Policy& Promotion


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Page 41

Rule 9,CentralExcise

Rules 2002

CentralExcise

Registration

Certificate

DeputyCommissioner of

Central Excise

The Uttar

Pradesh TradeTax Act 1956.

Trade Tax

Registrationunder Uttar

Pradesh

Trade TaxAct 1956

Deputy

CommissionerTrade Tax, []

Central SalesTax

Act 1948

Trade TaxRegistration

under CST

DeputyCommissioner

Trade Tax, []

Income Tax Act

1961

& Income TaxRules 1962

Income Tax

Permanent

AccountNumber

(PAN)

Deputy

Commissioner of

Income Tax

Income Tax Act

1961

& Income TaxRules 1962

Income Tax

Deduction

Account No(TAN)

Sugar-

Unit

NSDL Mumbai

Finance Act

1994

read with ServiceTax Rules 1994

Certificate of

Registration

for collectingService Tax

on G.T.A.

Superintendent

Central Excise

Range [

]

Uttar Pradesh

Sugar Cane(Regulation of

Supply and

Purchase Act

1982)

Cane

CrushingLicence

Secretary Industry

(Sugar) U.P.Government


42/42

Schedule IV

(Details of First VRS)

SAILENT FEATURES OF V.R.S. AS PER G.O.NO. 1420SC/18-2-2008-345/95TC dt 18-07-

2008, 2199SC/18-2-2008-345/95TC dt. 22-07-08 & 2200SC/18-2-2008-345/95TC dt. 22-07-08

1. This Scheme is applicable to all the Wage Board Permanent / Seasonal employees/workersand employees/officers of Centralized Services who have been permanently appointed at the

Unit.

2. The following benefits shall be admissible to the employee who opted VRS:-a) Amount lying in P.F. account of the employee.b) Encashment of earned leave lying in the account of the employees as per rules..c) Gratuity payable to the employees as per Payment of Gratuity Act.d) As per terms and conditions of applicable service rules amount payable to the employees

in lieu of notice for 01 month or 03 months as the case may be.

e) Each permanent / seasonal employee who opted VRS will be entitled to getCompensation as under :-

i. PERMANENT EMPLOYEE:-Amount equivalent to one and half month salary at a time of VRS for every completed

year of service. (Salary means basic salary plus D.A.). OR

At the time of VRS, amount of salary payable to the employees for remaining period of

service. Whichever is less.

ii. SEASONAL EMPLOYEES :-Amount equivalent to 22 Days salary for every completed Crushing Season of service.(Salary means basic salary plus D.A.). OR

At the time of VRS, amount equivalent to 15 Days salary payable to the employees for

remaining period of service. Whichever is less.

3. For computation of amount of compensation period of one month shall be equivalent 30 days.4. In addition, retired employee and his family shall be entitled for traveling allowance as per

entitlement up to the place of permanent residence.

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