allotment other than cash

Dear members,

Please guide me with the issue of allotment of share OTHER THAN CASH..

the issue is as follow:

there are two companies X and Y ....x has purchased raw materials from y...so Y is saying thati u allot me share n dont pay me in cash..n that Y has applied for shares in X...

Form 2 along with the Form 3 is required ... and if anybocy can provide me with format of the contract then would be great.

PLEASE GUIDE ME WITH THE ABOVE ISSUE

REGARDS
CS MAYURI LAL