MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING dated this 29th day of November, 2015 by

and between
M/S SRI PAVITA PAPER MILLS PVT LTD a Company incorporated under the laws of
INDIA and having its Office at D. No 5-90-64/4, 4/2 Chandramouli Nagar, Guntur -,522007
Andhra Pradesh, India - represented by its Director Mr. SURESH holder of PAN no.
AAFCP7277E. hereinafter called the Party of the First Part (or BUYER) which term shall
include its successors, heirs and assigns
M/s NITHIN EXPORTS .,, a Company incorporated under the laws of INDIA and having its
Office at
No.5-20-21, Near hanuman Temple, Sooravaram Road, Tuni 533401 East
Godavari District INDIA, represented by its Director Mr. KOSURU SATYANARAYANA
(holder of PAN CARD No AGYPK1061H)( hereinafter called the Party of the SECOND Part (or
SELLER ) which term shall include its successors, heirs and assigns
AND
M/s J.K TRADING INC, a Company incorporated under the laws of INDIA and having its
office at No.6E,12th Street, New Colony, Chrompet, Chennai - 600 O44 , represented by its
Proprietor MR. J. JAMES PAUL KENNADY (holder of PAN CARD No APLPK4164H)
hereinafter called the Party of the Third Part (or COORDINATOR) which term shall include
its successors, heirs and assigns;
WHEREAS, BUYER is in the business having PAPER MILL manufacturing activity and is
looking to monetize
BILLS with usance of 180 days of value approximately Rs
10,00,00,000.00 (Rupees Ten Crores Only) in TWO Bills each of value approximately Rs.
4,96,24,760.00 in Words (Rupees Four crore ninety six Lakhs Twenty Four Thousand Seven
hundred and sixty only) and share the discounted amount between the three parties. (Seller 50%,
Buyer 40% and Coordinator 10%.)
WHEREAS, SELLER is a Trader and Exporter of iron ore and HMS scrap and also iron
orientated materials and can help the Buyer by using the BILLS DISCOUNTING facility.
The Buyer undertakes that all the relevant documents would be sent by the Buyers Bank namely
AXIS BANK GUNTUR using their limits under MT412 duly co-accepted by SFMS (Structured
Financial Messaging System) to the Sellers Bank.
Upon Discounting the Bills, the net proceeds would be shared in the manner aforesaid.
WHEREAS, THE THIRD PARTY have arranged both the seller, and buyer together and have
found a possibility of joint co-operation in business and in order to clearly and explicitly
understand each other they have mutually decided to reduce their understanding in writing.

NOW, THEREFORE, the two Parties have come to an understanding based on the
following terms and conditions:
1. The SELLER shall arrange to get the bills discounted; subject to the conditions
mentioned above for monetization and it is expected to discount approximately EIGHTY
Percent (80%) of the Face Value of the above mentioned BILLS.
2. After discounting, the net proceeds as mentioned would be shared among the parties as
Nithin Exports 50%, Paper mills 40% and JK Trading INC 10% on sharing basis for
utilization for 180 days usance.
3. Both Buyer and the Coordinator agreed to provide the PDC cheque for the value of their
share of amount which would be used to meet their liabilities on the due date.
4. It is also further agreed that the Buyer takes the responsibility of the share of the
Coordinator to be paid on due date. In the event the Coordinator fails to honour the
commitment, the Buyer agreed to pay without any demur.
5. Both the Buyer and the Coordinator pay their share to the Seller on or before the due
date through the account of the Seller

6.

The Consultants/Mediators commission for the above transaction is FIVE Percent

(5%) of the Face Value of the said BILLS DISCOUNTING of the share of the Buyer. This
commission will be paid by the Buyer post discounting of the Bills to the account of Mr
Shiva Reddy as per the banks details given below:
Account Holder: Mr Shiva Reddy
Name of the: Bank:Axis Bank
Account Number: 91010031876694
Branch: G.N Chetty Road Branch
IFSC Code:
7.

Similarly, the Consultants/Mediators commission for the above transaction is one

percent (1%) of the share of the Seller of the net proceeds after adjusting the interest for the
period of usance of 180 days. In otherwords, (Share of discounted amount-Any charge in

relation to the discounting-Interest payable) would be taken as the base for calculating the
commission. This commission will be paid to the account holder as mentioned below:
Muraldharan D
Karur Vysya Bank
Ambattur Branch, Chennai
A/c No.1280155000076322
IFSC KVB0001280
8. The amount shared by all the parties namely Seller, Buyer and the Coordinator shall be
Amount discounted will be reduced by the charges, commission and the interest payable
for the usance period in the ratio as agreed.
9. The parties shall return their share of the amounts 10 days before the end of the 180 days
usance period and accordingly, the Seller shall arrange to close the bill due with his bank
on the 180th day of usance.
Any other business the Parties wish to undertake they shall do so after drawing up a
separate Memorandum of Understanding specific to that particular business.
NON-SOLICITATION
The Parties hereby confirm and declare that neither Party, its associates or representatives or any
person on its behalf has/have never ever solicited any of the other Party, its shareholders or
associates or representatives in any way whatsoever that can be construed as a solicitation for
this transaction or for future transactions.
AGREEMENT EXECUTION
Each Party to this Memorandum of Understanding represents that he / she has Full Legal
authority to execute this Memorandum of Understanding and that each Party agrees to be bound
by its Terms and Conditions set forth herein. Each Party agrees that this Memorandum of
Understanding may be executed simultaneously by and between the Parties via Email or
facsimile transmission which should be deemed as original. All statements made by either Party
are under penalty of perjury.
FORCE MAJEURE
Any delay or failure of performance by either Party of their respective obligations under this
Memorandum of Understanding shall not constitute a breach hereunder or give rise to any claims
for damages and to the extent that such delays or failures in performance are caused by events or
circumstance beyond the control of such Party.
The term beyond the control of such Party Include Lawful order of government or authority,

Act of War, Rebellion or Sabotage, Fire, Flood, Earthquake or other natural disasters. Any other
cause not within the control of such Party or which is by exercise of reasonable diligence, the
Party will be unable to foresee or prevent or remedy.
ARBITRATION
The Parties agree to settle any dispute arising between them in an amicable manner. In the event
of failure to an amicable settlement, the Parties agree to submit any irreconcilable issues to the
Arbitrator appointed, and the verdict of the arbitrator would prevail.
This Memorandum of Understanding contains the entire agreement and understanding
concerning the subject matter hereof and supersedes and replaces all prior negotiations and
proposed agreements, written or oral. Neither of the parties may alter, amend, nor modify this
Memorandum of Understanding, except by an instrument in writing signed by both parties. This
Memorandum of Understanding will be governed by and construed in accordance with the laws
of INDIA. In the event that either Party shall be required to bring any legal actions against the
other, it enforce any of the terms of this Memorandum of Understanding the prevailing Party
shall be entitled to recover reasonable attorney fees and costs.
GENERAL TERMS:
A. This present Memorandum of Understanding, in English, comprises the entire
understanding of the parties with respect to the subject matter and all representations
made by either party contained herein. In any case of conflict between the original in
English and any translation, the original version will prevail. Any and all verbal
representation, warranties or statements by anyone shall be nil and void and shall
have no force or affect whatsoever on this Memorandum of Understanding, unless set
forth in writing.

B. Any modifications or amendments to this Memorandum of Understanding shall be

made in writing and signed by the parties hereto as well as witnessed and/or attested
accordingly. The Parties hereto are aware, that the execution of this Memorandum of
Understanding may require further specifications, which shall be negotiated and
drawn up in good faith. All the attachments, amendments or exhibits are considered
an inseparable part of this Memorandum of Understanding
C. Nothing contained in this Memorandum of Understanding shall be construed so as to
require the commission of any act contrary to law. Wherever there is a conflict
between any provision of this Memorandum of Understanding and any statute law,
ordinance, order or regulation contrary to which the parties hereto have no right to
Memorandum of Understanding, such statute law, ordinance, order or regulation shall
prevail, provided that in such event;

a. The provision of this Memorandum of Understanding so effected shall be

limited only to the extent necessary to permit compliance with the minimum
requirement,
b. No other provisions of this Memorandum of understanding shall be effected
thereby, and
c. All such other provisions shall continue in full force and effect.
B.

No waiver, expressed or implied, by either Party of any breach of this Memorandum

of Understanding shall be deemed a waiver of any other provision hereof, nor shall such a
waiver thereafter prevent any action or claim concerning that or any subsequent breach of
this Memorandum of Understanding.

C.

All notices required to be given by one Party or another shall be given in writing by
letter, fax or by registered mail and must be signed by the sender. Any change of address
must be given in writing to the other Party (is) without delay. Whereas facsimile
transmission of or under this

D.

Memorandum of Understanding is deemed to be necessary as a mean of obtaining

signatures, it is agreed that such facsimile will constitute and create an original, legally
binding and enforceable document for any Court of Law.

E.

Each of the Parties shall execute and deliver all necessary written documents and
instruments, the circumstances on the present Memorandum of Understanding, may in a
reasonable opinion of either Party be necessary or appropriate to carry out the provisions,
intent and purpose of this Memorandum of Understanding and/or any of its amendments,
attachments etc. The Parties agree to work together in good faith to best fulfil the purpose
and commercial potential of this Memorandum of Understanding, and to remain open to
the discussion of changes that may be advisable or necessary should there be any changes
in law, economic or business circumstances.
F. In the event that any controversy, dispute or claim arises out of or relates to this
Memorandum of Understanding, the prevailing Party shall be entitled to recover all
its costs and expenses of such action or proceeding as well as its actual attorneys
fees as an element of its costs and not as an element of its damages, regardless
whether or not such action or proceeding proceeds to final judgement. A Party not
entitled to recover its costs of suit or arbitration may not recover attorneys` fees.

G.
IN WITNESS WHEREOF THE TWO PARTIES HAVE PLACED THEIR HAND
HEREIN BELOW ON THE DATE FIRST MENTIONED ABOVE
FOR SRI PAVITA PAPER MILLS PVT LTD

Witness:

Director

FOR NITHIN EXPORTS

Witness:

Managing Partner

FOR J.K TRADING INC

PROPRIETOR

Witness: