Quality Services and Solutions Private Limited vs Qss Inspection and Testing Private Limited

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Plaintiff Nos.1 and 3, they shall not, directly or indirectly, engage in, carry on, or be concerned with, whether as an owner, partner, shareholder, director, employee, consultant, or otherwise, any business under trade mark Class 42 or any cognate/ allied business whether or not the same is competing with that of Defendant No.1 or otherwise, within India for a period of 5 (five) years from the date of the Share Purchase. Defendant Nos.2 and 3 further agree that being shareholders of PlaintiffNo.1, Defendant Nos.2 and 3 shall not directly or indirectly, engage in, carry on, or be concerned with, whether as an owner, partner, shareholder, director, employee, consultant, or otherwise, any business under trade mark Class 42 or any cognate/ allied business (other than that of Plaintiff No. I) whether or not the same is competing with that of PlaintiffNo.1 or otherwise, within India, for the aforesaid lock-in period of 5 (Five) years as mentioned in clause 5 ( d) above. Defendant Nos.2 and 3 acknowledge that any breach of this non-compete clause would cause irreparable harm to the Plaintiffs (and Defendant No.l, as the case may be), and agree that the Plaintiffs (and Defendant No.1, as the case may be) shall be entitled to seek injunctive relief; in addition to any other remedies available at law or in equity, to enforce the terms of this clause. It is hereby clarified that the above condition of non-compete has been agreed to between the Parties pursuant to the Share Purchase and the Parties further agree that the above is a reasonable restriction to protect the rights and interest of Plaintiffs in the circumstances of the present Consent Terms.

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(^f) Plaintiff No.! shall buyback the entire shareholding of Defendant Nos.2 and 3 in Plaintiff No.! (i.e. 37,500 shares) or any part thereof, at the option and discretion of Defendant Nos.2 and 3, within 60 (sixty) days of the expiry of the said lock-in period as abovementioned at a pre-determined rate of Rs.2,000/- (Rupees Two Thousand Only) per share, and PlaintiffNo.1 shall be obliged to honour any of the following options which may be exercised by Defendant Nos.2 and 3:

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to the satisfaction of the Plaintiffs. Without prejudice, it is clarified that after the Share Purchase is complete, Defendant Nos.2 and 3 shall not be personally liable in respect of the liabilities set out in Annexure 'D' hereto, except where Defendant No.2 and/ or 3 have categorically undertaken such liability as mortgagors and/ or guarantors.

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(h) The Parties agree that the Over Draft facility in the sum ofRs.5,00,00,000/ (Rupees Five Crore Only) availed by Defendant No.1 from IDFC First Bank (as specified in Annexure 'D' above) against the security provided by Defendant Nos.2 and 3 shall continue even after the Share Purchase under the present Consent Terms. It is further provided that Plaintiffs shall be free to change/ transfer/ switch their OD facility from the said IDFC First Bank to any other bank at the discretion of the Plaintiffs. Defendant Nos.2 and 3 undertake to provide their no-objection to such change/ transfer/ switch and undertake to execute the necessary documents including a fresh mortgage deed to transfer the corresponding personal assets mortgaged by them as security under the said Over Draft Facility to the bank proposed by the Plaintiffs.

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(i) Without prejudice to the above, Plaintiff No.! undertakes to pay off the said Bank Over Draft Facility in the sum ofRs.5,00,00,000/- (Rupees Five Crore Only) or otherwise release the security against the same, belonging to Defendant Nos.2 and 3, within a period of 5 (five) years from the date of the Share Purchase. Needless to say, the above shall be subject to full compliance of these Consent Terms by Defendant Nos.2 and 3.

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G⁾ In the event that either Defendant No.2 or 3, are in breach of clause (d), (e), (f) and (g) above, PlaintiffNo. l, without prejudice to any other remedy which may be available to it under any law for the time being in force, shall have a lien/ charge on Defendant No.2 and 3's entire shareholding in Plaintiff No.! and notwithstanding anything else contained in the present Consent Terms, Defendant Nos.2 and 3 shall not be permitted to transfer or deal with their '^shar eholding in any manner whatsoever till the time such breach is remedied to tht; satisfaction } I\��, .J . 3- . . ,, . ...-----;·-; · Plaintiffs.

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Defendant Nos. I and 4 whenever the Plaintiff demands with a 48 hours prior written notice.

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(p⁾ The Defendant Nos.2, 3 and 4, its directors, employees, agents, servants, representatives or any person(s) acting on their behalf, shall cease and desist the use of the Plaintiff's Trade Marks 'QSS', 'Quality Services and Solutions

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wd ""Y filh� liko o, -ti'°

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mark in any manner whatsoever, except where such usage has been expressly permitted by the Plaintiffs for the fulfilment of the Defendant's obligations under the present Consent Terms, subject to such terms as may be imposed by the Plaintiffs.

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( q) The Defendants shall take all steps and execute all necessary affidavits and documents as may be required by the Plaintiffs to:

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1. cancel the registration of the Trademark obtained vide the Defendant's 1'¹ Application dated 27^th June, 2019 bearing no. 4218418 for the registration of the trademark

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• Quality Services & Solutions

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and provide consent affidavits as may be required by the Plaintiffs for the cancellation of the registration under Defendant's 1'¹ Application, in the Commercial Miscellaneous Petition (L) No. 24798 of2024 filed by the PlaintiffNo. l before the Hon'ble Bombay High Court;

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11.

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withdraw/ cancel the Defendant's 2^nd Application dated 15^th November, 2021 bearing no.5209500 for fae registration of the

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8

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be entitled to execution of these Consent Terms against Defendant Nos.2 and 3 both jointly and/or severally. It is also clarified that in the event of a breach of any of the obligations by the Plaintiffs hereunder, the Defendants shall be entitled to execution of these Consent Terms against only Plaintiff No.!.

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The Parties agree that the present Consent Terms shall not be limited to the jurisdiction of this Hon'ble Court and shall be enforceable in all jurisdictions.

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The Plaintiffs represent and warrant that save and except for Commercial Miscellaneous Petition (L) No. 24798 of2024 filed by the Plaintiffs in the Hon'ble Bombay High Court, the Plaintiffs have not initiated any other civil or criminal proceedings whatsoever against the Defendants with respect to or arising out of and/or in connection with the subject matter of the present Commercial Suit and/or in connection with the said MOU.

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Without prejudice to the above, the Defendant Nos.2, 3 and 4 hereby agree, assure, acknowledge, covenant, confirm and declare that from the date of these Consent Terms, the Defendant Nos.2, 3 and 4, either by themselves or through their agents and/or assigns, shall have no right, title or interest of any nature in the Trade marks of PlaintiffNo. l including the trade marks 'QSS', 'Quality Services and Solutions',

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�i

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the QSS Logo V and/ or any other like or similar mark.

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Upon the discharge of the obligations of the Parties as specified hereinabove, all persons and entities that could claim by, through or on behalf of the Parties shall each thereupon be deemed to have forever released and absolutely and forever discharged the other, including its officers, partners, directors, predecessors, employees, consultants and other agents and representatives from any and all claims, debts, expenses, legal fees, actions, causes of action, rights, obligations, liabilities, defences, set-offs and demands of every character, nature and kind, liquidated or unliquidated, fixed or contingent, disputed or undisputed, known or unknown, which one has, owns or holds against the other in connection with the 11 ,:;.-,,!:\Jr� aⁿ⁼ '' �� ' "' �,\ , presen,ommercial Suit and/or the said MOU. Provided that all the continuing:��hF ,�-,: . :,,r:' � � � 1 h ;,· If'.<'';·,,.·"!."<·.�.•. . (fJt" \ ,J6 , ·.;"\ -:i-.; j -:, d �: **\ ,,t�f / , , ,;'__,:";';)** c"'-.,,?' /ee-.'i/ ¾::.?��"-·, .f/

¶25

The Company is a Private Limited Company registered under Companies Act, 1956 formed in the year 2024. It is primarily engaged in Engaged in the Quality Related Inspection Services. The market conditions and fair value of similar companies in the market is not considered while valuing the company. Pure financial data is taken as a base for valuing the same.

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COMMENT:

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Our opinion of Fair Market Value relied on a "value in use" or going concern premise. This premise assumes that the Company is an ongoing business enterprise with management operating in a rational way with a goal of maximizing shareholder value.

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Our analysis considers those facts and circumstances present at the Company at the Valuation Date. Our opinion would most likely be different if another Valuation Date was used. There were no restrictions or limitations in the scope of our work or in the data available for analysis, and no hypothetical assumptions were used.

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Assumption and Limiting Conditions.

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a. The valuation of Goodwill not done since new company.

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b. The pattern of collection from trade receivable shows no ascertainable trend, hence after scrutiny, all debtors are considered good although categorized as doubtful in nature.

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c. No revaluation done for fixed assets as no immovable properties found.

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METHOD ADOPTED FOR VALUATION.

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A.

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Collected the Company's relevant historic financial statements.

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B.

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Analyzed the historic financial statements by calculating financial ratios and common-size financial statements for each historic year in order to identify trends. C.

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Compared the Company's financial ratios and common-size financial statements to industry guideline data to identify any significant variances. D.

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Used Capital Employed Method assumed to be best suitable.

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External Sources of Information

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No External Source of information used.

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VIOY A Digitally signed by VIDYA NARENDRA NARENDRA NAGVEKAR NAGVEKAR Date:202s.01.10 17:04:04 +05'30' Vidya N. Nagvekar Chartered Accountant. M.NO.107168 UDIN: 25107168BMMKVD3387 Dated : 01/01/2025

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),"l��-

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COMMENT:

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Our opinion of Fair Market Value relied on a "value in use" or going concern premise. This premise assumes that the firm is an ongoing business enterprise with management operating in a rational way.

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Our analysis considers those facts and circumstances present at the firm at the Valuation Date. Our opinion would most likely be different if another Valuation Date was used. There were no restrictions or limitations in the scope of our work or in the data available for analysis, and no hypothetical assumptions were used.

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Assumption and Limiting Conditions.

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a. Although the company has its own history from 2003, The valuation of Goodwill not done due trend in the profit and debt equity ratio.

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b. The pattern of collection from trade receivable shows no ascertainable trend, hence after scrutiny, all debtors are considered good although categorized as doubtful in nature.

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c. No revaluation done for fixed assets as no immovable properties found.

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d. There is an advance given for plot purchase, the property transaction is in dispute.

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METHOD ADOPTED FOR VALUATION.

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A.

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Collected the Firm's relevant historic financial statements.

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Analyzed the historic financial statements by calculating financial ratios and common-size financial statements for each historic yearin order to identify trends. C.

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Compared the firm's financial ratios and common-size financial statements to industry guideline data to identify any significant variances.

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D.

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Used Capital Employed Method assumed to be best suitable.

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External Sources of Information

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No External Source of information used.

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NARENDRA NAGV!:KAR NAGVEKJ:'-R ---�;,�e;��2!0�\�? VIDYA 1�1:t:i:: ��

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Vidya N. Nagvekar Chartered Accountant. M.NO.107168 UDIN: 25107168BMMKVE1600 Date : 01/01/2025

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ff.: Jai Sai Madhuban CHS, Nandivali Road, Dombivali (East) 421201 /),1/ 0^--,� �,l^{el.: 0251- 28�1¢i21il Mob.: 9221309988 Email: [email protected]}

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Annexure

Quality Services & Solutions (Gujarat) Method Employed : Capital Employed

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The seat of arbitration shall be Mumbai, and the arbitration proceedings shall be conducted in English.

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10. WAIVER

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No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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11. ENTIRE AGREEMENT

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This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, agreements, or understandings of any kind.

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12. AMENDMENTS

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No amendment or modification of this Agreement shall be valid unless in writing and signed by all Parties.

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13. COUNTERPARTS

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This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

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For the above named "TRANSFEROR NO.1" ) Mr. Oday Sharad Padhye )

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Mr. Oday Sharad Padhye

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Witness 1:

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Witness 2:

Quality Services and Solutions Private Limited v. Qss Inspection and Testing Private Limited

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Quality Services and Solutions Private Limited v. Qss Inspection and Testing Private Limited

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