Exhibit 10.30


 


 


 


 


 


 


 


 


 


 


 


 


 


 


BUSINESS TRANSFER AGREEMENT


 


 


BETWEEN


 


 


 


MASTEK (UK) LIMITED


 


AND


 


 


 


MAJESCO UK LIMITED


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 




    	 



    	 



    

 


THIS BUSINESS TRANSFER
AGREEMENT is made this ___ day of January 2015, by and


 


BETWEEN


 


MASTEK (UK) LIMITED, a
company incorporated in England and Wales under the registration number 02731277 and having its registered office at Pennant House,
2 Napier Court, Napier Road, Reading. RG1 8BW (hereinafter referred to as “Vendor”, which expression shall unless
repugnant to the context or meaning thereof include their successors) of the One Part;


 


AND


 


MAJESCO UK LIMITED, a
company incorporated in England and Wales under the registration number 9276969 and having its registered office at Pennant House,
2 Napier Court, Napier Road, Reading. RG1 8BW (hereinafter referred to as “Purchaser”, which expression shall
unless repugnant to the context or meaning thereof include its successors or assigns) of the Other Part.


 


In this Agreement, Vendor
and Purchaser are collectively referred to as “the Parties” and severally as “the Party”.


 


WHEREAS:


 


		A.	The Vendor carries on a range of business
                                         activities, one of which is the Business (as more particularly defined below).



 


		B.	The Vendor has agreed to transfer and
                                         the Purchaser has agreed to acquire the Business on the terms of this Agreement.



 


NOW, THEREFORE, in
consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and conditions herein
set forth, the Parties hereto agree as follows:


 


ARTICLE 1: DEFINITIONS
AND INTERPRETATION


 


		1.1.	Definitions



 


In this Agreement,
the following terms, as used herein shall have the following meanings respectively unless inconsistent with the subject or context.
Other capitalized terms may be defined elsewhere in this Business Transfer Agreement and, unless otherwise indicated, shall have
such meaning throughout this Business Transfer Agreement.


 


		(i)	“Agreement”
                                         or “Business Transfer Agreement” shall mean this Business Transfer
                                         Agreement and all its Schedules;



 


		(ii)	“Business Day”
                                         shall mean a day other than a Saturday, a Sunday or bank or public holiday in London;



 


		(iii)	“Effective Date”
                                         shall mean 00.01 a.m., London time on 1 January 2015;



 




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		(iv)	“Encumbrance(s)”
                                         shall, in relation to an Included Asset, mean and include any option, pledge, mortgage,
                                         security interest, lien, charge, claim, pre-emptive right, attachment, other encumbrances,
                                         covenants or any preferential or other arrangements that has the effect of constituting
                                         a charge or security or interest over or in relation to that Included Asset;



 


		(v)	“Excluded Assets”
                                         shall mean and include those items identified as such in Clause 2.5;



 


		(vi)	“Excluded Liabilities”
                                         shall mean and include those items identified as such in Clause 2.6;



 


		(vii)	“Included Assets”
                                         shall mean and include those items identified as such in Clause 2.3;



 


		(viii)	“Included Liabilities”
                                         shall mean and include those items identified as such in Clause 2.4;



 


		(ix)	“laws” shall
                                         mean and include any law, regulation or other provision have legal effect in any jurisdiction
                                         where the Business is situated or operates;



 


		(x)	“Business”
                                         shall mean the business of providing services to clients in the insurance sector
                                         in the United Kingdom as carried on by the Transferring Employees, but excluding the
                                         business with Capita Life & Pensions Regulated Services Limited;



 


		(xi)	“Tax”, “Taxes”
                                         or “Taxation” shall mean any taxes, duties, levies, imposts or other
                                         sums payable by reference to profits, revenue or transactions;



 


		(xii)	“Transferring
                                         Contracts” shall mean the contracts listed in Schedule 2;



 


		(xiii)	“Transferring
                                         Employees” shall mean those employees listed in Schedule 3; and



 


		(xiv)	“TUPE” shall
                                         mean the Transfer of Undertakings (Protection of Employment) Regulations 2006.



 


		1.2.	Interpretation



 


Except where the
context requires otherwise, this Agreement will be interpreted as follows:


 


		(i)	headings are for convenience only
                                         and shall not affect the construction or interpretation of any provision of this Agreement;



 


		(ii)	where a word or phrase is defined,
                                         other parts of speech and grammatical forms and the cognate variations of that word or
                                         phrase shall have corresponding meanings;



 


		(iii)	words importing the singular
                                         shall include plural and vice versa;



 






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		(iv)	reference to Articles and Schedules
                                         are to articles and schedules of this Agreement;



 


		(v)	all words (whether gender-specific
                                         or gender neutral) shall be deemed to include each of the masculine, feminine and neutral
                                         genders;



 


		(vi)	the ejusdem generis (of
                                         the same kind) rule will not apply to the interpretation of this Agreement. Accordingly,
                                         include and including will be read without limitation;



 


		(vii)	a reference to any document (including
                                         this Agreement) is to that document as amended, consolidated, supplemented, novated or
                                         replaced from time to time in terms thereof;



 


		(viii)	a reference to a statute or
                                         statutory provision includes, to the extent applicable at any relevant time:



 


		(a)	that statute or statutory provision
                                         as from time to time consolidated, modified, re-enacted or replaced by any other statute
                                         or statutory provision whether before or after the date of this Agreement; and



 


		(b)	any subordinate legislation or regulation
                                         made under the relevant statute or statutory provision;



 


		(ix)	references to writing include
                                         any mode of reproducing words in a legible and non-transitory form; and



 


		(x)	references to pounds sterling or
                                         £ are references to the lawful currency of the United Kingdom.



 


ARTICLE 2: TRANSFER OF
THE BUSINESS


 


		2.1.	Upon the terms and subject to the
                                         conditions set forth herein, as of the Effective Date, the Vendor transfers the Business
                                         as a going concern to the Purchaser, and the Purchaser accepts such transfer from the
                                         Vendor as of the Effective Date, as more particularly set out in this Agreement.



 


		2.2.	In pursuance of the transfer referred
                                         to in Article 2.1, the Vendor transfers and the Purchaser accepts the transfer of the
                                         Included Assets free from all Encumbrances, but subject to the Included Liabilities,
                                         and excluding the Excluded Assets and Excluded Liabilities.



 


		2.3.	The Included Assets shall comprise:-



 


		(i)	those tangible assets owned by the
                                         Vendor and used exclusively by the Transferring Employees or otherwise exclusively in
                                         the Business;



 


		(ii)	the benefit, subject to the burden,
                                         of the Transferring Contracts and subject in any event to the provisions of Article 4.2;



 


		(iii)	the books and records owned by or
                                         in the possession of the Vendor which relate exclusively to the Business including those
                                         which relate to the Transferring Employees;



 




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		(iv)	the unbilled revenue, purchase and
                                         customer orders, and book debts, all relating exclusively to the Business;



 


		(v)	all of the Intellectual Property Rights
                                         used exclusively in the Business;



 


		(vi)	the goodwill attaching to the Business;
                                         and



 


		(vii)	any other asset which relates exclusively
                                         to the Business,



 


and ownership in each of the Included
Assets shall wherever possible pass to the Business by delivery on the Effective Date.


 


		2.4.	The Excluded Assets shall comprise



 


any assets (including Intellectual
Property, benefits of contracts, books and records) which are used by the Vendor both in the Business and other parts of its businesses
and the Vendor’s contract with Capita Life & Pensions Regulated Services Limited.


 


		2.5.	The Included Liabilities shall comprise:-



 


		(i)	the burden of each of the contracts
                                         comprised within the Included Assets, whether arising before, on or after the Effective
                                         Date;



 


		(ii)	all obligations relating to the
                                         Transferred Employees, whenever arising, excluding liability for PAYE and National Insurance
                                         contributions up to the Effective Date.



 


		2.6.	The Excluded Liabilities shall comprise:-



 


		(i)	the burden of any contracts or
                                         other assets comprised within the Excluded Assets;



 


		(ii)	any other liabilities which relate
                                         both to the Business and others of the Vendor’s businesses ;



 


		(iii)	any liabilities for VAT and for
                                         PAYE and National Insurance contributions up to the Effective Date.



 


		2.7.	The property and risk in the Included
                                         Assets and Included Liabilities shall be to the account of the Purchaser on and from
                                         the Effective Date.



 


ARTICLE 3: PAYMENT AND CONSIDERATION


 


		3.1	In consideration of the Vendor’s transfer
                                         of the Business to the Purchaser on the terms of this Agreement, the Purchaser shall
                                         pay to the Vendor the sum of £1,200,000 (British pounds sterling) on the Effective
                                         Date.



 


		3.2	The Vendor and Purchaser agree that
                                         the payment referred to in Article 3.1 shall be apportioned as set out in Schedule 1.



 






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ARTICLE 4: CONTRACTS


 


		4.1	The Vendor shall at the cost and request
                                         of the Purchaser provide all such assistance as the Purchaser reasonably requests in
                                         order fully to vest the benefit, subject to the burden, of each of the Transferring Contracts
                                         to the Purchaser.



 


		4.2	Where, in respect of a Transferring
                                         Contract, the terms of such contract prohibit the assignment of such contract to the
                                         Purchaser, either without the consent of the counterparty to such Transferring Contract
                                         or in absolute terms, then:-



 


		(i)	such Transferring Contract shall,
                                         notwithstanding the provisions of Article 2.1, not transfer to the Purchaser as at the
                                         Effective Date;



 


		(ii)	the Vendor shall hold such Transferring
                                         Contract on trust for the Purchaser until such time as it is transferred to the Purchaser
                                         or terminated, whichever is sooner;



 


		(iii)	the Vendor shall continue to
                                         perform the Transferring Contract under the direction of and at the cost and risk of
                                         the Purchaser until such time as it is transferred to the Purchaser or terminated, whichever
                                         is sooner; and



 


		(iv)	the Vendor and Purchaser agree
                                         that such a Transferring Contract shall be treated as transferred to the Purchaser when
                                         all conditions which need to be satisfied prior to transfer (including obtaining the
                                         consents of the counterparty to such transfer) have been satisfied or when the Vendor
                                         and Purchaser enter into an agreement confirming the transfer of such Transferring Contract.



 


		4.3	Where following the Effective Date,
                                         a Party receives payment from a counterparty to a Transferring Contract to which the
                                         other Party is entitled pursuant to this Agreement, it shall promptly pay such sum to
                                         the other Party.



 


ARTICLE 5: TRANSFER OF
EMPLOYEES


 


		5.1	The Parties agree that TUPE shall apply
                                         to the transfer of the Transferring Employees. Accordingly the employment contract of
                                         each Transferring Employee shall be transferred to the Purchaser on the Effective Date



 


		5.2	The Parties shall assist one another
                                         in the performance of their respective obligations arising under TUPE.



 


		5.3	The Vendor shall pay all the salaries,
                                         wages, remuneration, allowances, service benefits, statutory contributions, reimbursements
                                         and all other payments and benefits in terms of the contract of employment, which fall
                                         due to the Transferring Employees, up to the Effective Date. The Purchaser shall pay
                                         all such sums which fall due after the Effective Date.



 


		5.4	The Vendor and the Purchaser agree
                                         that there are no employees whose contracts of employment shall transfer to the Purchaser
                                         as a consequence of the transfer of the Business as contemplated by this Agreement other
                                         than the Transferring Employees.



 


ARTICLE 6: OTHER COVENANTS


 


		6.1	Books and Documents



 


The Vendor will,
for a period of at least six years from the Effective Date, give access to the Purchaser as reasonably required by the Purchaser
to those books


 




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and documents which
relate to the Business but which the Vendor has retained because they also relate to other businesses of the Vendor. The Purchaser
will, for a period of at least six years from the Effective Date, give access to the Vendor as reasonably required by the Vendor
to those books and documents which it has acquired from the Vendor pursuant to this Agreement.


 


		6.2	Mutual Co-operation



 


Each Party agrees
to provide all reasonable assistance, co-operation and support including the making and filing of declarations, forms, relevant
documents etc. to enable the other Party to adequately deal with all litigation, tax claims, proceedings, quality complaints,
assessments and such other circumstances, if any.


 


		6.3	Wrong Pocket Assets and Liabilities



 


The Parties agree
that, if following the transfers implemented by this Agreement, either Party considers that an Included Asset or Included Liability
has been transferred which should not have been transferred, or an Excluded Asset or Excluded Liability retained which should
not have been retained, they will discuss the matter in good faith. Following such discussions the Parties shall implement such
amendments to the transfers implemented by this Agreement as are agreed.


 


ARTICLE 7: VALUE ADDED
TAX


 


		7.1	The Parties agree that the transfer
                                         implemented by this Agreement is of a business as a going concern, and that Value Added
                                         Tax is not chargeable on the sums paid by the Purchaser in consideration of such transfer.



 


		7.2	In the event of any challenge to the
                                         Parties’ treatment of this transaction by HM Revenue and Customs, the Parties shall cooperate
                                         with each other in addressing such challenge. If it is finally agreed or determined that
                                         Value Added Tax is chargeable on the sums paid by the Purchaser in consideration of the
                                         transfer, the Purchaser shall pay the applicable Value Added Tax, including interest
                                         and penalties, to the Vendor.



 


ARTICLE 8: SERVICE AND
FACILITIES ARRANGEMENTS


 


		8.1	The Parties shall enter into one or
                                         more agreements on or after the Effective Date for the provision by the Vendor, on agreed
                                         terms and charges, of services and facilities.



 


ARTICLE 9: NOTICES


 


		9.1	Any notice required or authorized to
                                         be given by either Party hereunder to the other shall be sent by registered post /courier
                                         or fax addressed to the head office of the other Party as set out below or such other
                                         address as shall from time to time be notified in writing.



 


		(i)	If to the Vendor:



 


MASTEK (UK) LIMITED


Pennant House


2 Napier Court


 




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Napier Road


Reading RG1 8BW


 


 





 



 


		(ii)	If to the Purchaser:



MAJESCO UK LIMITED


Pennant House


2 Napier Court


Napier Road


Reading RG1 8BW


 


 





 



 


		9.2	All
                                         notices shall be deemed to have been validly given on (i) the Business Day immediately
                                         after the date of transmission with confirmed answer back, if transmitted by facsimile
                                         transmission, or (ii) the expiry of 7 (seven) days after posting if sent by registered
                                         post, or (iii) the business date of receipt, if sent by courier.



 


		9.3	All notices shall be given in English.



 


		9.4	Any Party may, from time to time, change
                                         its address or representative for receipt of notices provided for in this Agreement by
                                         giving to the other not less than 15 (fifteen) days prior written notice.



 


ARTICLE 10: SEVERABILITY


 


		10.1	If any part of this Agreement shall
                                         be held to be invalid, illegal or unenforceable, the validity, legality or enforceability
                                         of the remainder of this Agreement shall not in any way be affected or impaired by it
                                         and a suitable article will be negotiated to preserve as near as possible the original
                                         intent of this Agreement.



 


ARTICLE 11: WAIVERS


 


		1.11	Waiver of any failure or delay by
                                         either Party to this Agreement to require the enforcement of the obligations, terms or
                                         covenants in this Agreement shall not be construed as a waiver by such Party of any of
                                         the rights, unless made in writing referring specifically to the relevant articles of
                                         this Agreement and signed by a duly authorized representative of the Party making such
                                         waiver. Any such waiver shall not affect in any way the validity of this Agreement or
                                         the right to enforce such obligation, term or covenant at any time thereafter. All rights
                                         and remedies existing under this Agreement except as otherwise provided herein are cumulative
                                         to, and not exclusive of any rights or remedies otherwise available.



 


ARTICLE 12: COUNTERPARTS


 


		12.1	This Agreement is executed simultaneously
                                         in two counterparts, each of which shall be deemed an original, but both of which together
                                         shall constitute one and the same instrument.



 




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ARTICLE 13: GOVERNING LAW


 


		13.1	This Agreement shall be governed by
                                         and construed in accordance with the laws of England and Wales. The Parties hereby submit
                                         to the jurisdiction of the courts of England and Wales.



 


ARTICLE 14: DISPUTE RESOLUTION


 


		14.1	The Parties shall make endeavors to
                                         settle by mutual consultation any claim, dispute, or controversy (“Dispute”)
                                         arising out of, or relating to or under this Agreement, including but not limited
                                         to any Dispute with respect to the existence or validity of this Agreement, the interpretation
                                         hereof, the performance of the obligations hereunder, or the breach or alleged breach
                                         of the Agreement or any part thereof.



 


		14.2	If the foregoing procedure fails to
                                         resolve the dispute within 30 (thirty) days of referral by mutual consultation, such
                                         dispute shall be referred to and finally settled by arbitration at Mumbai, in accordance
                                         with laws of India, as set forth below:



 


		(i)	The arbitration proceedings shall
                                         be conducted in English. The arbitration shall be conducted in accordance with the provisions
                                         of Indian Arbitration and Conciliation Act, 1996. Each Party shall appoint its own Arbitrator,
                                         and the two arbitrators will nominate and appoint the third arbitrator. All costs and
                                         expenses in relation to such arbitration proceedings (or any related legal proceedings),
                                         shall be borne by the Parties respectively. However, the costs and fees payable to the
                                         third arbitrator shall be borne and paid equally by Vendor and Purchaser. However, the
                                         Parties shall bear their own litigation costs and expenses including the counsel’s fees
                                         incurred in respect of such Arbitration and related legal proceedings;



 


		(ii)	The provisions of the Indian Arbitration
                                         and Conciliation Act, 1996 shall be applicable for the procedure of arbitration;



 


		(iii)	The award rendered by the arbitrators
                                         shall be final and binding on all Parties hereto and judgment thereon may be entered
                                         in any Court of competent jurisdiction at Mumbai;



 


		(iv)	Parties hereto agree that their
                                         consent for resolution of disputes through Arbitration shall not preclude or restrain
                                         either of them from seeking suitable injunctive relief in appropriate circumstances from
                                         the competent courts.



 


ARTICLE 15: ENTIRE AGREEMENT


 


		15.1	This Agreement constitutes the entire
                                         agreement and supersedes any previous agreements between the Parties whether oral or
                                         in writing regarding the subject matter hereof.



 


		1452	Any variation of this Agreement shall
                                         only be binding if made in writing and signed by the authorized signatories of the Parties.



 




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ARTICLE 16: COSTS AND EXPENSES


 


		16.1	All levies, duties, imposts, registration
                                         charges, Taxes including stamp duty incidental to or in connection with sale and transfer
                                         of the Business, but not any Taxes relating to the profits of the Vendor, shall be borne
                                         by the Purchaser alone.



 


ARTICLE 17: PUBLIC ANNOUNCEMENTS


 


		17.1	Neither Party may, without prior approval
                                         of the other, which consent cannot be unreasonably withheld, make any press release or
                                         public announcement or respond to an inquiry initiated by the press in relation to the
                                         transactions contemplated in this Agreement or any matter ancillary thereto, except as
                                         to the extent that either Party is so obliged by law, in which case the Party so required
                                         shall jointly discuss the information and releases to be made.



 


IN WITNESS WHEREOF the
Parties have caused this Agreement to be duly executed in duplicate on the date set out herein above each Party taking one copy.


 





	SIGNED for and on behalf of MASTEK UK	 	 
	LIMITED “The Vendor” herein by Mr.	 	 
	Ashank Desai	of the company	/s/ Ashank Desai	 
	in the presence of:  Anant Thakbar	/s/ Anant Thakbar	 
	 	 	 	 








	SIGNED for and on behalf of MAJESCO

UK LIMITED “The Purchaser” herein	 	 
	by	Farid Kazani	of the	/s/ Farid Kazani	 
	company	 	 
	in the presence of:   J. B.
    Jussawalla	/s/ J. B. Jussawalla	 
	 	 	 	 	 







 










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