Exhibit 10.35


 


SHARE PURCHASE AGREEMENT


 


THIS SHARE PURCHASE
AGREEMENT made this 31st day of October, 2015 at Mumbai, India_AMONGST MASTEK LIMITED, a company incorporated under
the laws of India, having its Registered Office at 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad
380 006, India hereinafter referred to as the “Seller” (which expression shall unless it be repugnant to the
meaning or context thereof shall be deemed to mean and include its successors-in-title) of the One Part; AND MAJESCO
SDN BHD, a company incorporated under the laws of Malaysia and having its office at L3-I-7, Enterprise 4, Technology Park Malaysia
(TPM) Lebuhraya Puchong – Sg. Besi, Bukit Jalil, 57000 Kuala Lumpur, Malaysia hereinafter referred to as the “Purchaser”
(which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors-in-title) of the Other
Part:


 


(The Seller and the Purchaser
are hereinafter sometimes also referred to individually as a “Party” and collectively as the “Parties”)


 




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W H E R E A S :


 


1.          MASTEK
ASIA PACIFIC PTE LTD, is a company incorporated under the laws of Singapore and having its office at 70 Anson Road, HUB Synergy
Point, B1, Room no. 5, Singapore 079905 (hereinafter referred to as “the Company”) and is the wholly owned subsidiary
of the Seller;


 


2.          The
present issued subscribed and paid up share capital of the Company is SGD 2,850,000 (Singapore Dollars Two million eight hundred
fifty thousand only) consisting of 2,850,000 (Two million eight hundred fifty thousand only) fully paid-up Ordinary shares of SGD
1 ( Singapore Dollar One) each;


 


3.          The
Purchaser is desirous of acquiring 2,850,000 (Singapore Dollars Two million eight hundred fifty thousand only) fully paid-up Ordinary
shares of SGD 1 each and which represent 100% (one hundred percent) of the issued, subscribed and paid-up equity share capital
of the Company (hereinafter referred to as the “Shares”) from the Seller and the Seller has agreed to sell the
Shares to the Purchaser for the consideration and in the manner provided hereinafter; and


 


4.          The
Parties hereto are desirous of recording the understanding arrived at by and between them in the manner hereinafter appearing.


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 




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		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	Definitions



 


Unless the context otherwise
requires or unless otherwise defined in this Agreement, as used in this Agreement the following capitalized terms shall have their
respective meanings assigned to them:


 


“Agreement”
shall mean this Agreement, including the Schedule hereto, as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof;


 


“Company”
shall mean Mastek Asia Pacific Pte Ltd a company incorporated under the laws of Singapore and having its office at 70 Anson Road,
HUB Synergy Point, B1, Room no. 5, Singapore;;


 


“Conditions
Precedent to Closing” shall mean the conditions precedent specified in Clauses 3 of this Agreement, which are required
to be satisfied prior to the Closing Date;


 


“Closing Date”
shall mean 31st December 2015 or whatever other date the Parties may specify;


 


“Consideration”
shall have the meaning assigned to it in Clause 2 of this Agreement;


 


“Encumbrance”
means (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention,
security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation
of any person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has
an economic or financial effect similar to the granting of security under applicable law, for the time being in force; (ii) any
proxy, power of attorney, voting trust agreement, interest, option, right of first offer, refusal or transfer restriction in favour
of any person; and (iii) any adverse claim as to title, possession or use made by any tax authority or any other Person whatsoever;


 




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“Group”
means Mastek Limited and each of its Subsidiaries;


 


“Law”
shall mean and include all applicable statutes, enactments, acts of legislature, parliament or similar body, laws, ordinances,
rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority;


 


“Person”
shall include any person (including a natural person), firm, company, corporation, unincorporated organisation or association,
trust, Government, state or agency of a state, or any association or partnership (whether or not having separate legal personality)
of two or more of the foregoing;


 


“Representations
and Warranties” shall mean the representations and warranties of the parties set forth in this Agreement, including without
limitation, the Seller’s representations and warranties set out in the Schedule hereunder written;


 


“SGD” or
“Singapore Dollar” shall mean the lawful currency of Singapore;


 


“Shares”
shall mean the 2,850,000 (Two million eight hundred fifty thousand only) fully paid-up Ordinary shares of SGD 1 each of the Company
and which represent 100% (one hundred percent) of the issued, subscribed and paid-up equity share capital of the Company; and


 


“Subsidiary”
means in respect of any company, person or entity, any company, person or entity directly or indirectly controlled by such company,
person or entity (including any Subsidiary acquired after the date of this Agreement) and “Subsidiaries” shall
mean all or any of them, as appropriate.


 




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		1.2	Interpretation



 


		(i)	The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the
context or meaning thereof, bear the meaning ascribed to them under the relevant statute/legislation.



 


		(ii)	In this Agreement, references to the Parties include their successors in title to substantially
the whole of their respective undertakings and, in the case of individuals, to their respective estates and personal representatives;



 


		(iii)	All references in this Agreement to statutory provisions shall be construed as meaning and including
references to:



 


		a.	any statutory modification, consolidation or re-enactment (whether before or after the date of
this Agreement) for the time being in force;



 


		b.	all statutory instruments or orders made pursuant to a statutory provision; and



 


		c.	any statutory provisions of which these statutory provisions are a consolidation, re-enactment
or modification.



 


		(iv)	Words denoting the singular shall include the plural and words denoting any gender shall include
all genders.



 




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		(v)	Headings to clauses, sub-clauses and paragraphs are for information only and shall not form part
of the operative provisions of this Agreement or the annexures hereto and shall be ignored in construing the same.



 


		(vi)	References to recitals, clauses or annexures are, unless the context otherwise requires, to recitals,
to clauses of, or annexures to this Agreement.



 


		(vii)	Any reference to “writing” shall include printing, typing, lithography and other means
of reproducing words in visible form.



 


		(viii)	The words “include” and “including” are to be construed without limitation.



 


		(ix)	Unless otherwise specified, time periods within or following which any payment is made or act is
to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends
and by extending the periods to the following business day if the last day of such period is not a business day.



 


		(x)	The terms “herein”, “hereof”, “hereto”, “hereunder”
and words of similar purpose refer to this Agreement as a whole.



 


		2.	THE TRANSACTION



 


The Seller hereby agrees
to sell and transfer to the Purchaser and the Purchaser, relying upon the Representations and Warranties made by the Seller, agrees
to purchase the Shares free from all Encumbrances from the Seller on or before 31st December 2015 or which date may
be extended by mutual consent of the Parties (hereinafter referred to as the “Closing Date”) at or for an aggregate
consideration of SGD 381,800 (Singapore Dollars Three hundred eighty one thousand eight hundred only) (hereinafter referred to
as the “ Consideration”);


 




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3.          CLOSING


 


3.1        The
Closing shall take place upon fulfillment by the Seller of the conditions precedent specified hereinafter and which Closing shall
take place in any event on or before 31st December 2015 or on such date as the parties may otherwise agree:


 


 (i)         the
title of the Seller to the portion of the Shares being transferred to the Purchaser on the Closing Date being clear and marketable
and free from all Encumbrances;


 


(ii)         the
representations and warranties of the Parties herein contained shall be true and correct and shall be valid and subsisting on the
Closing Date;


 


		3.2	The following activities shall take place on the Closing
Date:



 


(i)          The
Seller shall deliver to the Purchaser all original share certificates representing the Shares together with an executed Assignment
of Shares which shall be in form satisfactory to the Purchaser and cover all of such share certificates;


 


(ii)         Simultaneously
with the delivery to the Purchaser of the original share certificates and executed Assignment of Shares and other Closing items
described in this Clause 3.2, the Purchaser shall pay to the Seller the Consideration by way of Wire Transfer to a bank account
to be designated by the Seller;


 


(iii)        The
Seller shall cause the Company to hold a meeting of its Board of Directors to approve the transfer of the Shares to the Purchaser
on the terms set forth in this Agreement and deliver to the Purchaser a copy of the resolutions adopted at such meeting which shall
be certified by an officer of the Company;


 


(iv)        The
Seller shall further cause the Company to enter the Purchaser as the


 




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owner of the
Shares in its Securities Register, and thereafter deliver a certified copy of the updated Securities Register to the Purchaser;


 


(v)         Each
Party shall deliver to the other Party a copy of the resolutions of the Board of Directors of such Party which authorize and approve
such Party’s execution, delivery and performance of this Agreement, which shall be certified by an officer of the Party.


 


3.3          By
closing the purchase and sale of the Shares described herein, each Party will be deemed to have confirmed that all of its Representations
and Warranties made herein, including those in the Schedule hereunder written, remain true and accurate as of the Closing Date.


 


4.          Representations
and Warranties of the SELLER AND the PURCHASER


 


4.1        The
Seller hereby represents and warrants to the Purchaser that all the representations and warranties stated in the Schedule
hereunder written are true, correct, complete and accurate in all respects or (as the case may be) have been wholly performed in
every manner as of the date of this Agreement and that the Seller is not aware of any circumstances which would make the representations
incorrect or false. The Seller agrees and acknowledges that the Purchaser is entering into this Agreement strictly in reliance
upon the Seller’s representations and warranties set forth herein.


 


4.2        The
Seller agrees to discharge any Encumbrances, taxes notices or demands of any nature whatsoever affecting the Shares at its own
cost and expense.


 


4.3        The
Purchaser hereby represents and warrants to the Seller that the following statements are true and correct as of the date of this
Agreement.


 


(i)          The
Purchaser is duly organized and validly existing under the laws of


 




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Malaysia;


 


(ii)         The
Purchaser has the power and authority to execute and deliver this Agreement and the transactions contemplated herein; and


 


(iii)        The
execution, delivery and performance by the Purchaser of this Agreement been duly authorized and approved by its Board of Directors.


 


5.          INDEMNITY


 


5.1        Without
prejudice to any other rights, each Party (hereinafter referred to as the (“Indemnifying Party”) shall indemnify
and agrees to defend and to keep the other Party (“Indemnified Party”) indemnified and saved harmless from and
against any and all costs, expenses (including attorneys’ fees), charges, losses, damages, claims, demands, litigation, legal
proceedings or actions of whatsoever nature suffered or sustained by the Indemnified Party by reason of any representation and
warranty by the Indemnifying Party found to be misleading or untrue or by any failure of the Indemnifying Party to fulfill any
of its obligations under this Agreement or any applicable law(s).


 


5.2        The
Seller undertakes to indemnify, and to keep indemnified, the Purchaser, against all direct losses or liabilities (including penalties,
legal and other professional fees and costs) which may be suffered or incurred by the Purchaser and which arise directly in connection
with any tax liability incurred by the Company prior to the date of the Closing.


 


5.3        Without
prejudice to any other rights, the Seller shall indemnify and agrees to defend and to keep the Purchaser indemnified and saved
harmless from and against any and all costs, expenses (including attorneys’ fees), charges, losses, damages, claims, demands,
litigation, legal proceedings or actions of whatsoever nature suffered or sustained by the Purchaser or the Company as a result
of any action, incident or occurrence by or involving the Company prior to the Closing Date.


 




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6.          CONFIDENTIALITY


 


Each Party shall keep
all information and other materials passing between it and any other Party in relation to this Agreement (the “Information”)
confidential and shall not, without the prior written consent of such other Party, divulge the Information to any other Person
or use the Information other than for carrying out the purposes of this Agreement except to the extent that:


 


6.1        such Information
is in the public domain other than by breach of this Agreement; or


 


6.2        such Information
is required to be disclosed by any Law or any applicable regulatory requirements; or


 


6.3        such
Information is required to be disclosed by either party to another member of the Group in the ordinary course of business; or


 


6.4        such
Information is required to be disclosed to professional advisers for the purposes of this Agreement; or


 


6.5        such
Information is required to be used or disclosed by the Purchaser after the Closing in connection with the operation of the Company
or any legal proceedings involving the Company.


 


7.          MISCELLANEOUS


 


7.1       Notices


 


Notices or other communication
required or permitted to be given or made hereunder shall be in writing and delivered personally or by registered post or by courier
service or by fax addressed to the intended recipient at its address set forth below or to such other address or


 




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fax number as any Party
may from time to time notify to the others:


 


To: Purchaser


Attn:   Mr. Ketan Mehta


412, Mt. Kemble Avenue


Suite 110C,


Morristown, NJ 07960


USA


		Phone:	+1 973 461 5200



		Fax:	+1 973 461 5253



 


To: Seller


Attn: Mr. Dinesh Kalani


Unit 107, SDF-4


Seepz, Andheri (East)


Mumbai, 400096. India


		Phone:	+91 22 6695 2222



		Fax:	+91 22 6695 1331



 


Any such notice, demand
or communication shall, be deemed to have been served only upon actual receipt by the intended recipient. Any Party may, from time
to time, change its address for the purpose of notices to it by giving a notice to the other Party specifying a new address, but
no such notice will be deemed to have been given until it is actually received by the other Party.


 


7.2       Use
of the English Language


 


All documents, notices,
information and materials to be furnished under this Agreement shall be in the English language.


 


7.3       Severance


 


The validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired if any provision of this Agreement
is rendered void, illegal or unenforceable in any respect under any Law. Should any provision of this Agreement be or become ineffective
for reasons beyond the control of the Parties, the Parties shall use


 




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reasonable endeavors
to agree upon a new provision which shall as nearly as possible have the same commercial effect as the ineffective provision.


 


7.4       No
Waiver


 


No waiver of any provision
of this Agreement or consent to any departure from it by any Party shall be effective unless it is in writing. No default or delay
on the part of any Party in exercising any rights, powers or privileges operates as a waiver of any right, nor does a single or
partial exercise of a right preclude any exercise of other rights, powers or privileges or any abandonment or discontinuance of
steps to enforce such right or power, or any course of conduct.


 


7.5        Entire Agreement


 


This Agreement and other
agreements and instruments delivered in connection herewith constitute the entire agreement between the Parties hereto with respect
to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, with respect
to the subject matter hereof except as otherwise expressly provided herein.


 


7.6       Amendments


 


No modification, amendment
or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement
and duly signed by each of the Parties.


 


7.7        No
Partnership


 


Nothing in this Agreement
shall be deemed to constitute a partnership between the Parties or constitute either Party the agent of the other for any purpose.


 




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7.8       Assignment


 


This Agreement shall
be binding on the Parties and their respective successors-in-title. Either party may assign its rights or obligations under this
Agreement to another member of the Group. Neither Party may assign its rights or obligations under this Agreement to any other
Person without the written consent of the other Party which consent shall not be unreasonably withheld.


 


7.9       Further
Assurance


 


Each of the Parties hereto
shall cooperate with the others and execute and deliver to the others such instruments and documents and take such other actions
as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and intended purpose
of this Agreement and to cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations
to consummate the transactions contemplated by this Agreement.


 


7.10     Governing
Law


 


This Agreement shall
be governed by and construed in accordance with the laws of India.


 


7.11     Counterparts


 


This Agreement may be
executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute
one and the same instrument.


 


7.12      Non-solicitation


 


The Seller shall not
solicit offers from third parties in relation to the Shares proposed to be sold to the Purchaser during the term of this Agreement.


 




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7.13     Approvals


 


Both Parties shall seek
necessary approvals of their respective shareholders and their respective Board of Directors in relation to the transactions herein
contemplated.


 


7.14     Co-operation


 


Both Parties shall co-operate
with each other to the completion of the transactions governed by this Agreement.


 


7.15     Taxes


 


Each Party shall bear
its own taxes in relation to the matters governed by this Agreement.


 


7.16     Legal
Representation


 


Each Party has had the
opportunity to consult with lawyers and accountants of its choice regarding the impact of the transactions contemplated herein,
tax and otherwise, and neither Party is relying on the advice of the other Party or its professional advisors regarding such matters.


 


8.          Arbitration


 


8.1        The
Parties shall try to resolve all disputes, differences, controversies and questions directly or indirectly arising at any time
under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) including, without
limitation, all disputes, differences, controversies and questions relating to the validity, interpretation, construction, performance
and enforcement of any provision of this Agreement amicably by submitting the same to the one senior member of the management representing
each


 




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Party. If such disputes, differences, controversies
and questions cannot be amicably resolved, the same shall be finally, exclusively and conclusively resolved by reference to binding
arbitration in accordance with the provisions of The Indian Arbitration Act, 1996. The Parties shall appoint a sole arbitrator
to decide upon the matters in dispute. The prevailing Party in any such arbitration shall be entitled to recover all costs and
attorney’s fees incurred by it in connection with such arbitration. The Language of the Arbitration shall be English. The
arbitration shall be held in Mumbai, India.


 


8.2        The
Parties agree that (i) they will be bound by any arbitral award or order resulting from any arbitration conducted hereunder; and
(ii) any judgment on any arbitral award or order in an arbitration held pursuant to this Clause may be entered in any court having
jurisdiction in relation thereto or having jurisdiction over any of the Parties or any of their assets.


 


IN WITNESS WHEREOF,
each of the undersigned has duly executed this Agreement as of the date first written above.


 


THE SCHEDULE HEREINABOVE
REFERRED TO


(Representations
and Warranties of the Seller)


 


The Seller represents
and warrants to the Purchaser that the following statements are true, correct, complete and accurate in material respects or (as
the case may be) have been performed in material manner as of the date of this Agreement and as of such date the Seller is not
aware of any circumstances which would make the representations incorrect or false.


 


1           Ownership of
Shares.


 


(a)        The
Seller has good and marketable title to the Shares free and clear of any and all Encumbrances, equities, and claims whatsoever,
with full right and authority to sell and deliver the same to the Purchaser under this Agreement without obtaining the approval
or


 




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consent of any other
Person and upon delivery of the Shares and payment of the Purchase Price as contemplated in this Agreement, will convey to the
Purchaser good and marketable title to such Shares free and clear of all Encumbrances, equities and any other claim of it or any
third party. The Purchaser shall upon delivery of the Shares to it be entitled to all the rights, privileges and benefits in respect
of the Shares and every part thereof without any interference, disturbance, interruption, claim or demand whatsoever by any of
the Seller and/or any person or persons lawfully and equitably claiming by, from, through, under or in trust for any of the Seller.


 


(b)        The
Seller is and will on the Closing Date be in peaceful possession and enjoyment of the original share certificates representing
the Shares;


 


(c)        There
are no arrears in respect of the Shares and there will not be any arrears of any income tax or any other dues of any kind whatsoever;


 


(d)        The
Shares are not attached either before or after Judgement and are not subject to and will not be subject to any litigation, threatened
litigation attachments, court or acquisition proceedings of any kind, nor has the Seller given the Shares, or part thereof, as
security for any purpose either directly or indirectly or made part of any surety in any case or court proceedings and no notice
of attachment or otherwise has been received in respect of the Shares or any of them;


 


(e)        The
Seller has fully paid up the amounts due under the Shares;


 


(f)        The
Shares are not subject to any notice, decree, judgment or order of injunction, attachment or receiver from any court, collector,
tax or revenue or other statutory or administrative authorities or body restraining or disentitling the Seller from entering into
this Agreement;


 


(g)        The
Purchaser shall not be required to pledge or create any Encumbrance on the Shares, nor will the Purchaser be required to provide
any other support, financial or


 




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otherwise, to any third party or a negative
lien including but not limited to lenders to the Company;


 


(h)        The
Seller has not repaid or redeemed or agreed to repay or redeem any of its share capital
or otherwise reduced or agreed to reduce its issued share capital or carried out any transaction having the effect of a reduction
of capital;


 


(i)         The
Shares are free from any encumbrances of any nature whatsoever and the Sellers have the right to exercise all voting and other
rights over the said shares;


 


(j)         The
existing share capital of the Company consists of 2,850,000 (Two million eight hundred fifty thousand only) fully paid-up Ordinary
shares of SGD 1 each of the Company and the Company has not agreed to issue any additional shares to any other Person, pursuant
to the terms of an option or subscription agreement or otherwise;


 


(k)         No
permission of any Person is required for the sale and transfer of the Shares by the Seller to the Purchaser and there are no further
consents that the Seller requires to enter into this Agreement and sell the Shares;


 


(l)         The
Seller is not aware of any facts or circumstance that may alter or cause a reduction in the value of the Shares;


 


(m)       The
Seller shall indemnify and keep the Purchaser duly indemnified against any loss or damage that may be suffered by the Purchaser
as a result of any Person making any adverse claim against the Shares or any part thereof; and


 


(n)        The
following share certificates, each of which is held by the Seller, are the only outstanding share certificates of the Company:


 


	Certificate
    No.	 	 	Number
    of Shares	 
	 	13	 	 	 	2,850,000	 



 




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2.          Customers
and Suppliers


 


2.1        In
the 12 months ending with the date of this Agreement, the business of the Company, has been materially affected in an adverse manner
as a result of any one or more of the following things happening to the Company:


 


(a)        the
loss of any of its customers or suppliers;


 


(b)        a
reduction in trade with its customers or in the extent to which it is supplies, any of its suppliers; or


 


(c)         a change in the terms on which
it trades with or is supplied by any of its customers or suppliers.


 


2.2        No
one or more things mentioned in paragraph 2.1 of the Schedule is likely to happen to the extent that the business of the Company
will be materially affected in an adverse manner.


 


2.3       The
Company has sufficient working capital to operate for the next 12 months.


 


3.          Insolvency


 


Neither the Company nor any of its Subsidiaries
if any:


 


(a)        is
insolvent or unable to pay its debts and


 


(b)        has stopped paying its debts as
they fall due.


 




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4.          Liabilities


 


4.1        Neither
the Company nor its Subsidiaries, if any, nor any Person for whom the Company is vicariously liable:


 


(a) is engaged in any material litigation,
administrative, mediation or arbitration proceedings or other proceedings or hearings before any statutory or governmental body,
department, board or agency (except for debt collection in the normal course of business);


 


(b) has received any threats of any litigation
or other legal proceedings of the type described in the preceding paragraph 4.1(a);


 


(c) is the subject of any investigation,
enquiry, or enforcement proceedings by any governmental, administrative or regulatory body; or


 


(d) is involved in any material dispute
with any other Person.


 


5.          Contracts


 


Except as otherwise disclosed to the Purchaser
in writing, the Company is not in default under any material contracts, agreements or loans with any other Persons.


 


6.          Assets


 


Except as otherwise disclosed to the Purchaser
in writing, the Company has good, clear and marketable title to its assets.


 


7.          Financial
Documents


 


All financial statements and reports of
the Company which have been delivered to the Purchaser are true and accurate in all material respects as of their effective dates.


 




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8.          Good
Standing and Compliance with Law


 


The Company is in good standing, has power
and authority to conduct its business operations and is in compliance with all relevant Laws.


 


9.          Licenses
and Permits


 


The Company possesses all governmental
licenses and permits necessary for the operation of its business.


 


10.        Power
and Authority


 


This Agreement has been
duly and validly executed by the Seller and constitutes a legal, valid and binding obligations of the Seller, enforceable against
it in accordance with its terms.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first above written.


 


	Mastek Limited	Majesco Sdn Bhd
	 	 
	By	/s/ Ashank Desai	 	By:	/s/ Vidyesh Khanolkar	 
	Name: Ashank Desai	Name: Vidyesh Khanolkar
	Title: Director	Title: Director


 


	SIGNED SEALED AND DELIVERED	)
	 	 
	By MASTEK LIMITED	)
	 	 
	being the Seller withinnamed by the hand of	)
	 	 
	its authorized signatory Mr.  Ashank Desai	)
	 	 
	in pursuance of the Resolution passed by its Board of	)


 




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	Directors at their meeting held on 15th day of	)
	 	 
	October, 2015 in the presence of  Dinesh Kalani,	)
	 	 
	Company Secretary of the Company	 
	 	 
		 
	SIGNED SEALED AND DELIVERED	)
	 	 
	By MAJESCO Sdn Bhd	)
	 	 
	being the Purchaser withinnamed by the hand	)
	 	 
	

        of its authorized signatory Mr. Vidyesh Khanolkar
	)
	 	 
	in pursuance of the Resolution passed by its Board of	)
	 	 
	Directors at their meeting held on 12th day of	)
	 	 
	October, 2015 in the presence of Vinuvarma Subramanian   	)
	 	 
	Accounts Executive, of the Company	)


 




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