Memorandum of Understanding

This Memorandum of Understanding is made a on this 26 th day of August , 2015:

BETWEEN:
(1) M/s KKS Herbs, a private company limited by shares incorporated under the Companies Act,
1956 and having its registered office at # 394, Phase II Ram Darbar, Chandigarh 1600__
(2) Mrs. Sunita Jain & Mr. Atul Jain Babuta (hereinafter collectively referred to as the
Promoters of M/s KKS Herbs, a private company limited by shares incorporated under the
Companies Act, 1956 and having its registered office at # 394, Phase II Ram Darbar,
Chandigarh 1600__
AND
(3) Mrs Vijay Jindal, Mr. Rajnesh Jindal, Mr. Rakaash Babuta and ________ (hereinafter
collectively referred to as the Promoters of M/s Atulaya Herbal, private company limited
by shares incorporated under the Companies Act, 2013 and having its registered office at #
2386, Sector 22 C 160022, Chandigarh.
(4) M/s Atulaya Herbal, private company limited by shares incorporated under the Companies
Act, 2013 and having its registered office at # 2386, Sector 22 C 160022, Chandigarh.
(hereinafter collectively referred to as the Business, which expression shall, unless repugnant to
the context or meaning thereof, be deemed to mean and include its successors and permitted
assigns).

Background:1. M/s KKS Herbs, a private company limited by shares incorporated under the Companies Act,
1956 and having its registered office at # 394, Phase II Ram Darbar, Chandigarh 1600__ was
incorporated in the year 1975, which was engaged in the business of manufacturing of Herbal
Products and cosmetics in the brand name Atul. The company was initially promoted by Late
Shri Surinder Jain & Mrs. Sunita Jain., and was also director of M/s KKS Herbs. After the death
of Mr. Surinder Jain in the year _____ . Mr. Atul Jain S/o Late Shri Surinder Jain & Mrs. Sunita
Jain, became promoter/ Director in M/s KKS Herbs along with his mother Mrs. Sunita Jain.
2. That the business of M/s KKS Herbs is a running business in a tenanted premises in # 394,
Phase II Ram Darbar, Chandigarh 1600__
3. That the business of M/s KKS Herbs, include Manufacturing, Production , Supply of herbal
products, the products are supplied under the brand name of Atul worldwide.
4. The premise of M/s KKS Herbs is equipped with Machinery and Brand name Atul has acquired
Brand name and goodwill in the market of herbal products.
Transaction:-

1. That M/s KKS Herbs along with the promoters ( refered as in (1) & (2) above)
have agreed to assign trade mark Atul along with the business goodwill
concerned in respect of which the trademark is used to distinguish its goods
& products unto and in favour of M/s Atulaya Herbal and its promoters
( refered as in (3) & (4) above), for the sum of Rs. 2,00,000/- [Rupees Two
Lakhs. ] only and on the terms and conditions mentioned hereunder:

2. NOW THE INDENTURE WITNESSETH that in pursuance of the aforesaid

Agreement and in consideration of Rs. 2,00,000/- [Rupees Two Lakhs. ]
being paid by the (3) & (4) (referred as Assigner) to (1) & (2) (referred as
assignor), the receipt whereof is acknowledged by the Assigner, the Assignor
hereby transfers and Assign unto the Assignee the aforesaid Trade Marks
ATUL along with the business goodwill together with all right, title and
interest arising out of and under the aforesaid Trade Mark along with the
Assignors undertaking that the Assignor shall complete all the formalities as
may be required in future for giving effect to this Assignment and shall also
sign, seal and execute all papers and documents as and when would be
required:
3. It is recorded that the Assignor has Assigned the right in respect of the
aforesaid

Trade Mark to the Assignee along with the business goodwill,

without any coercion, threat or undue influence and after taking full
consideration being Rs. 2,00,000/- [Rupees Two Lakhs. ] which is, fair and
reasonable and has undertaken that in future it shall not have any claim
over the said Trade Marks under any circumstances or for any reason.
4. The sum of Rs. 2,00,000/- [Rupees Two Lakhs. ] has been paid by RTGS of
Rs. 2,00,000/- [Rupees Two Lakhs. ] Both the parties agree that the
consideration so paid is proper and sufficient and undertake that
insufficiency or inadequacy of the consideration will not be questioned by
any party whatsoever. The Assignor acknowledges the receipt of the
consideration.
5. The Assignor would not be entitled to cancel this Assignment nor shall do
any act affecting in any manner in the peaceful and convenient use of the
said Trade Mark by the Assignee.
6. The Assignor hereby confirms and declares that it shall not use nor shall be
entitled to use of the said Trade Mark ATUL and/or nay other Trade Mark
which is deceptively similar to the mark and/or mark containing the Mark
ATUL in respect of Herbal Products nor shall do any act which shall in

any manner affect the Assignee doing business under the name and style of
ATUL
7. The Assignor declares and confirms that :
[a]

The Assignor has full right, title and interest over the said Trade Mark

ATUL AND
[b]

The Assignor has until now not assigned any right, title and interest over
the said Trade Mark to any one AND

[c]

As on the date of signing of this Assignment none other than Assignor

has any right over the said Trade Mark [However this Trade Mark has
been applied only on Dated AND

[d]

On and with effect from the date of signing of this Deed of Assignment,
the Assignee shall be proprietor of the said Trade Mark

7.

That hereby recorded that the Assignee hereby and henceforth be entitled
to exclusively use and enjoy the said Trade Mark in the manner as the
said Assignee shall deem fit and proper, without any obstruction,
interference and disturbance for and on behalf of the Assignor or any of
his agent, employees, heirs, administrators and legal representatives.

8.

That

is hereby confirmed and declared that no legal proceedings are

pending related to the subject trade mark in any Court of law. It is

needless to mention that this trademark yet to be cleared by trade mark
Authority in favour of us and there is no bar in assigning the said Trade
mark in favour of Assignee on as is where as basis.
9.

That the Assignor company does not have any objection in transfer of the
said Trade mark to the said Trade mark to the Assignees as the Assignor
has received full and final consideration .

10. That the parties at (3) & (4) will buy the machinery and stock available from
parties at (1) & (2) at a price of Rs. 1,50,000/- as agreed by both the
parties mutually.
11. That parties (3) & (4) are free to transfer the machinery and stock in their
own premises without any objection to parties at (1) & (2).
12. That the parties at (1) & (2) will not start any such business in India or else
where in which parties at (3) & (4) are dealing or will be dealing.
13. That the Business will be transferred on 1 September 2015 with no
outstanding loans in its books.
14. That any sales made by parties at (1) & (2) on or after 1 September 2015
will be deposited in the bank account of Parties at (3) & (4)
Confidentiality: The parties will keep confidentiality about the existence and
terms of this MoU
Governing Law: The MoU would be governed by the laws of India

M/s KKS Herbs

Mrs. Sunita Jain & Mr. Atul

Jain Babuta

M/s Atulaya Herbal

________

Mrs Vijay Jindal, Mr. Rajnesh Jindal, Mr. Rakaash Babuta and