DEED OF EXCHANGE This deed of exchange is made on this......................... day of......................... 19......................... between Shri......................... s/o......................... resident of ......................... of the one part and Shri......................... son of......................... resident of......................... of the other part. The names of the parties, unless inconsistent with the context or otherwise, include their heirs, successors, administrators, and assigns also. Whereas......................... the said........................., being the owner of the property described in Schedule ‘A’ hereto annexed, and the said........................., being the owner of the property described in Schedule ‘B’ annexed hereto, both the said schedules forming part of this deed, have agreed to exchange the said parties. NOW THIS DEED WITNESSES AS FOLLOWS: (1) That in pursuance of the aforesaid agreement, the said......................... doth hereby convey to the said......................... free from all charges and encumbrances the property described in Schedule ‘A’ and the said.........................doth hereby convey to the said......................... free from all charges and encumbrances the property described in Schedule ‘B.’. (2) That it is agreed and declared that each party to this Deed of Exchange has all right, title, interest, and possession to convey the said property through this Deed of Exchange. (3) That each party at the request and cost of the other execute all such acts or things as shall reasonably be necessary or required by the other for further and more perfectly assuring to the other the property hereby conveyed by this deed of exchange to him. In witness whereof we, the said......................... and......................... respectively have hereto signed this Deed at......................... This......................... day of......................... Witness Signature 1. .......................... 2. .......................... Schedules of properties Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

DEED OF EXCHANGE THIS DEED made at ……………….on this……………….day of..........................20 ……………….between A son of Shri……………….resident of……………(hereinafter called "the Party of the First Part") of the ONE PART and B son of Shri………………. resident of………………. (hereinafter called "the Party of the Second Part") of the OTHER PART.   WHEREAS   (1) The party of the First Part is seized and possessed of or otherwise well and sufficiently entitled to the plot and building situate at......................and more particularly described in the First Schedule hereunder written   (2) The party of the Second Part is seized and possessed of or otherwise well and sufficiently entitled to the plot and building situated at……………….and more particularly described in the Second Schedule hereunder written.   (3) The parties hereto have agreed to exchange the said properties described in the First and Second Schedules hereto in the manner hereinafter appearing   NOW THIS DEED WITNESSETH AS FOLLOWS:   (1) In pursuance of the said agreement and in consideration of the transfer by the of the Second Part conveying to the party of the party of first First Part the land and building situate at ……………….and more particularly described in the Second Schedule hereunder written, the party of the First Part hereby grants and conveys by way of exchange unto the party of the Second Part absolutely and forever all that piece of land and building situate, lying and being at……………….and more particularly described in the First Schedule hereunder written together with all and singular the court yards, areas, compounds, sewers, common gullies, ditches, fences, trees, drains, ways, paths, passages waters, water courses, plants, lights, liberties, privileges, assessments, profits, advantages, rights, members and appurtenances whatsoever to the said property or any part thereof belonging to in any wise appurtaining to or with the same or any part thereof now or at any time heretofore usually held, used, occupied or enjoyed therewith or reputed or known as part of member thereof to belong or be appurtenant thereto and all the estate, right, title, interest, property, benefit, claim and demand whatsoever with law and in equity of the party of the First Part in, to, out of or upon the said property or any part thereof to have and to hold the property hereby granted, conveyed or intended or expressed so to be with their and every of their rights, members and appurtenances unto and to the use of the party of the Second Part subject however to the payments of all rents, rates, taxes, assessments, duties and dues now chargeable upon the same or hereafter become payable to the Government of India, Government of.....................or to the Municipal Corporation of……………….or any other authority or public body in respect of the said property.   (2) In pursuance of the aforesaid agreement and in consideration of the party of the First Part having conveyed to the party hereto of the party of the Second Part, the land and building situate at ……………….and more particularly described in the First Schedule hereunder written unto and to the use of the party of Second Part, the party of the Second Part do hereby grant and convey by exchange unto the party of the First Part absolutely for ever all that piece or parcel of land and building situate, lying and being at……………….and more particularly described in the Second Schedule hereunder written together with all and singular the court yards, areas, compounds, sewers, common gullies, ditches, fences, trees, drains, ways, paths, passages, waters, water courses, plants, lights, liberties, privileges, assessments, profits, advantages, rights, members and appurtenances, whatsoever to the said property or any part thereof belonging to in anywise appertaining to or with the same or any part thereof now or at any time heretofore usually held, used, occupied- or enjoyed therewith or reputed or known as part of member thereof to belong to the appurtenant thereto and all the estate, right, title, interest, property, benefit, claim and demand whatsoever both law and in equity of the party of the First Part in, to, out of or upon the said property or any part thereof to have and to hold the property hereby granted, conveyed or intended or expressed so to be with their and every of their rights, members and appurtenances unto and to the use of the party of the First Part subject however to the payments of all rents, rates, taxes, assessments, duties and dues now chargeable upon the same or hereafter become payable to the Government of India, Government of……………….or to the Municipal Corporation of……………….or any other authority or public body in respect of the said property   (3) Each of the parties hereto hereby covenant with the other that:    (a) He has now good right, full power and absolute authority to transfer, assign and convey the transfer, assignment conveyance of the said property hereby transferred, assigned and confirmed or intended or expressed so to be unto and to the use of the other party in the manner aforesaid.   (b) That the other party shall and may at all times hereinafter peaceably and quietly to hold, enter upon, have, occupy, possess and enjoy the said property hereby transferred, assigned with that appurtenances and to receive the rents, issues and profits thereof and of every part thereof to and for their own use and benefit, as may be permissible in law without any suit, lawful eviction, interruption, claim and/or demand whatsoever from him or his successor or any of them or from or by any person lawfully or equitably claiming or to claim by any person lawfully or equitably claiming or to claim by, from, under or in trust for them or any of them.   (c) The said land and buildings are free and clear and freely and clearly and absolutely acquitted, exonerated, released and for ever discharged or otherwise by each of them well and sufficiently saved, defended, kept harmless and indemnified of, from and against all former and other estates, titles, charges and/or encumbrances whatever had made, executed, occasioned or suffered by him the covenanting party or by any other person or persons lawfully or equitably claiming or claim by, from, under or in trust for them or any of them   (d) He and all persons claiming any estate, right, title or interest in law or in equity in the property assigned, transferred and confirmed or any part thereof by firm and/or in trust for him or his representatives successors, assigns shall and will from time to time and at all times hereafter at the request and the cost of the other do execute or cause to be done, executed all such further and other lawful and reasonable acts, deeds, things, matters, assignments and assurances in law whatsoever, for the better and further and more perfectly and absolutely transferring, assigning, conveying the said land and building and every part thereof hereby transferred and assigned unto and to the use of the other in the manner aforesaid as shall or may be reasonably required by the other or his successors, or assigns or his counsel7in-law.   (e) The said land and building is free from any mortgage, charge, lien, attachment, fis pendens or other encumbrance of any kind and all rents, rates, taxes, assessments, dues, duties of the said land and building has been paid by him upto and including the date of these presents and should any rates, taxes, dues and duties be found payable upto that date, the same shall be and will be paid by him.    (f) Each party has handed over to the other party all documents of title relating to or belonging to or connected with the said land and building transferred, assigned or conveyed by him to the other party and each party hereby declares and confirms that he does not have any other documents of title and should he come in possession of any evidence or document of or relevant to title, he shall and will hand over or cause to be handed over to the other party or any person claiming through or under him   (4) Each party hereby confirms that he has handed over to and placed the other party in possession and title deeds of the property transferred, assigned and conveyed by him    (5) It is hereby declared that the value of the property mentioned in each of Schedules hereto is Rs . .....................   IN WITNESS WHEREOF, the parties have set their hands to these presents on the day and year first hereinabove written First Schedule above referred to (Description of property transferred by the party of the First Part) Second Schedule above referred to (Description of property transferred by the party of the Second Part)   WITNESSES 1 Signed and delivered by the within named party of the First Part 2. Signed and delivered by the within named party of the Second Part Download Word Document In English. (Rs.30/-) Download PDF Document In Hindi. (Rs.30/-) Download PDF Document In Marathi. (Rs.30/-)

DEED OF EXCHANGE OF PROPERTIES ADJUSTING BOUNDARIES  THIS DEED of exchange made at……………….on this.....................day of……………….20……………….between A son of B resident of…………(hereinafter referred to as the First Party) of the ONE PART and C son of D resident of …………. (hereinafter referred to as the Second Party) of the OTHER PART.   WHEREAS the First Party is the sole owner of the land situate in Village………………. Taluka……………….District……………….more particularly described in the First Schedule hereto and delineated in the Plan annexed hereto and therein coloured red; and   WHEREAS the Second Party is the sole owner of the land situate in Village……………….Taluka……………….District.....................,more particularly described in the Second Schedule hereto and delineated in the said Plan and herein coloured green; AND   WHEREAS the parties have agreed to adjust, settle and demarcate the boundaries of their respective lands by exchanging pieces of land in and the manner hereinafter appearing    NOW THIS DEED WITNESSETH AS FOLLOWS:    (1) In pursuance of the said agreement and in consideration of the premises, the parties hereto agree that the boundary line between the lands aforementioned of the two parties as delineated on the plan annexed hereto shall be WXYZ as shown therein instead of irregular line MNOP originally existing heretofore therein and for that purpose, the First Party as beneficial owner doth hereby transfers and conveys all that piece and parcel of land coloured pink in the plans admeasuring about……………….sq. mtrs., comprised in Khasra No ……………….of Village……………….Taluka………………. District………………. to the Second Party and to hold the same unto the said party absolutely and for ever for himself, his successors, heirs, assigns and legal representatives.   (2) In further pursuance of the said agreement and in consideration of the conveyance by the First Party hereinabove contained, the Second Party as beneficial owner doth hereby transfers and conveys all that piece and parcel of land coloured grey in the plan admeasuring about……………….sq. mtrs, comprised in Khasra No ……………….. of Village……………….Taluka……………….District……………….to the First Party and to hold the same unto the said party absolutely and for ever for himself, his successors, heirs, assigns and legal representatives.   (3) It is hereby declared and confirmed that the boundary between the properties of the parties between the points 'K and 'L' in the said plan annexed hereto shall be treated as demarcated and delineated in the said plan by a blue line drawn between the said points and the said demarcation will be binding on both the parties and their successors, heirs, assigns and legal representatives and any party or his successors, heirs, assigns and legal representatives will not raise dispute about the abovementioned demarcation before any revenue or local authority   (4) It is hereby declared that the value of the property described in each of the Schedules is Rs .....................   (5) This deed will be executed in duplicate and the original deed along with the plan shall be retained by the First Party, who shall be bound to keep the same in safe custody and shall be bound to produce the same when requisitioned for inspection or evidence before any court, tribunal or authority. The duplicate deed signed by both parties shall be retained by Second Party.   IN WITNESS WHEREOF, the parties aforementioned have put their respective hands, the day and year first hereinabove written. The First Schedule above referred to (Particulars of land to be given by First Party) The Second Schedule above referred to (Particulars of land to be given by Second Party)  Annexure Plan   WITNESSES  1 Signed and delivered by the within named First Party  2. Signed and delivered by the within named Second Party Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

DEED OF CANCELLATION OF EXCHANGE AND RECONVEYANCE THIS DEED is made at……………….this……………….day of..................20 ……………….between A son of……………….resident of....................(hereinafter called the "First Party") of the ONE PART and B son of……………….resident of ………………. (hereinafter called the "Second Party") of the OTHER PART   WHEREAS   (1) By a deed of exchange dated……………….executed between the parties, the First Party conveyed and transferred the house No . ……………….situate in ……………….City, more particularly described in the First Schedule to the said deed of exchange.   (2) One C son of……………….resident of……………….has claimed the ownership of the said house and served a notice through his advocate to the Second Party; and     (3)The Second Party has got the claim of C investigated by his Solicitor, who has opined that the First Party had no title to the house aforementioned, which he has conveyed to the Second Party as aforesaid;   (4) The Second Party has served a notice to the First Party to relinquish the Exchange Deed in terms of the Exchange Deed dated aforementioned and the First Party has agreed to reconvey the house acquired by him from the Second Party under the said deed dated to the latter;   (5) The Second Party has relinquished the possession of the house aforementioned and the First Party has delivered possession of the said house bearing No ……………….situate in……………….City, more particularly described in the Second Schedule to the said deed dated    NOW THIS DEED WITNESSETH AS FOLLOWS:    (1) In pursuance of the said agreement, the deed of exchange dated………………. executed between the parties hereto is hereby cancelled.   (2) In pursuance of the said agreement, and in consideration of the premises, the First Party reconveys and retransfers the house No. ...........................situate in……………….City, more particularly described in the First Schedule to the Second Party TO HAVE AND HOLD the same for himself and his heirs, successors and assigns absolutely and for ever and the First Party has no claim or interest in the said house.    (3)In further pursuance of the said agreement and in consideration of the premises, the Second Party hereby conveys and transfers all the rights, title and interest which had been acquired by him under the said Deed of Exchange dated to the First Party, TO HAVE AND TO HOLD the same such right and title as he possessed prior to the Deed of Exchange dated   (4)Each party hereto covenants with the other that the property so reconveyed or retransferred had not been encumbered in any manner whatsoever.      (5) The Second Party shall bear the costs incidental to the execution and registration of this deed.   IN WITNESS WHEREOF, the parties aforementioned have put their respective hands, the day and year first hereinabove written. The First Schedule above referred to (Particulars of house reconveyed by First Party) The Second Schedule above referred to (Particulars of house reconveyed by Second Party)   WITNESSES  1 Signed and delivered by the within named First Party 2. Signed and delivered by the within named Second Party Download Word Document In English. (Rs.20/-) Download PDF Document In Hindi. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

MOU FOR FOREIGN COLLABORATION  This memorandum of understanding is executed between AB Co. Ltd. and XY Ltd., London relating to technology transfer by the X Y Ltd. to the A B Co. Ltd. to be implemented in…………………………..State of…………...............by setting up a factory. The principal terms of the technology transfer are as under (i) XY Ltd. would provide the technical know-how to AB Co. Ltd for the manufacture of Electronic goods (ii)XY Ltd. will be entitled to the following amounts for providing the technical know-how: (a) A lump sum of……………..…………..US $ dollars for technical knowhow in three installments (b) A sum of ………………………………..……..US $ dollars for improvements and training of personnel of Indian company. (iii) Both the companies will form a company in India with a capital of Rs. 100 crore out of which XY Ltd. will take 30% of the equity, 30% will be taken by AB Co. Ltd., and rest will be offered to public financial institutions, mutual funds, general public as per guidelines of Government of India. The foreign company will have 3 directors in the new company out of total 8 directors. The managing director of the proposed company will be nominated by both the companies turn by turn for a period of5 years, the first managing director will be nominated by AB Co. Ltd. However no company will nominate managing director without the consent of the other company in writing (iv) The foreign collaboration will be subject to the approval of Government of India/RBI and any other authority in India/Uk.  (v) The foreign collaboration agreement containing detailed terms/ conditions will be executed within……………..months from the date of the execution of MOU and the factory will be set up in such a way that commercial production may commence from (vi) Any party to this memorandum will be entitled to withdraw from the obligations under this MOU within a period of days from the date of these presents, in which case neither party will have any right/obligation against other party.  Signed by the companies by their authorized representatives on this…………….. day of…………………..20…………….. For XY Ltd. For AB Co. Ltd.  ......................... ……………..  President Managing Director Download Word Document In English. (Rs.20/-)

TECHNICAL FOREIGN COLLABORATION  This covenant is made at Bombay this .............................. day of........................ between A incorporated under the proper laws of United States of America having its office at …………, ……. (hereinafter referred to as A) of the one part and B Ltd., a company registered under the Companies Act 1956 and doing trade at 100 Netaji Subhas Road, Calcutta 700 001 (hereinafter referred to as B) of the other part.  whereas A being manufacturer, dealer and exporter of Computers Hardwares, Softwares and accessories (after it referred to as the products) and has best developed technical know-how, secret techniques, technical information and skilled technical personnel concerning the manufacture and marketing of Computers, Hardwares and Softwares and accessories (hereinafter referred to as the technology).  and whereas A has consented at the request of B for providing and render advice/technical assistance for setting up at the factory of B a manufacturing unit for manufacturing, distribution, sale and export of the said products and to allow the use of A Trade Marks, Patents, Licences and other rights concerning to the said products and B has consented to accept the same.  Now this agreement witnesseth and the parties hereby agree as follows:  1. A will give furnish and make available to B latest technology including engineering and manufacturing information, designs, production methods, plant, future innovations, improvements concerning designs, production methods, manufacture, testing, processes of the products and engineering blue-prints, plant lay-out, drawings, information and documents relating to manufacturing processes of the said products and all other concerned information and specification for successful installation, running and production in the factory.  2. A hall give and depute technical personnel for the preparation of the factory site, installation of plant and machinery supplied or selected by A begin operation/selection and procurement of raw materials either from A or from other sources till commercial production of the unit is commenced.  3. A will give training at factory of B its employees so that they may be able to run the unit smoothly and be abreast with all the technical know-how.  4. A will ensure production of quality products at the B unit fully marketing/export of products.  5. A will permit use of its Trade Marks/Patent Rights and secret formula for production, vended and export of B products.  6. A will purchase 60% of products of the said unit of B for vended or export to places or markets outside India and without weakening sale of remaining 40% of the products of B  7. A will keep B compensated against and without harm from any claim/action concerning the production, vending or exporting products of B for any alleged contravention of the Trade Marks or Patent Rights.  8. A will pay for products 60% whereof it would purchase from B at the cost price plus 40% thereon and the account would be decided each third month.  9. In consideration of A rendering the aforesaid services, supplying technology, technical knowledge, deputing technical men, training the official of B and permitting B the use of secret formula, Trade Marks/Patent Rights and various other services and helping export of B’s products, B will pay to A the cost/expenses relating to technical official to be deputed from time being by A to the factory of B and all actuarial expenses spent in India concerning the trade of B and 20% of the net profits after tax. In the event the profits so computed does not allow any payment then B would pay a minimum of Rs. 5 lakhs annually to A in full/final satisfaction of its claims for imparting the technology, technical knowledge and other services rendered.  10. This covenant will remain legal for 5 years with option to renew the same for another 5 years.  11. This covenant is made subject to obtaining the compulsory sanctions of the Government of India/other related authorities, and subject to Indian laws.  12. Any alterations or additions to this covenant may be done by mutual agreement by an additional agreement.  13. All controversies and disagreements emerging out of, concerning to or relating with this covenant shall be referred to Indian Chamber of Commerce in ….city name for deciding per arbitration which decision of Arbitral Tribunal shall bind/conclusive on the parties.  14. This covenant will be ruled by Indian law and the arbitration will be held in ….name of city unless parties consent in holding sittings of Arbitral Tribunal at some other place suitable to the parties and e Arbitral Tribunal but within India.  15. in witness whereof the parties hereto have signed, sealed and delivered these presents, the day, month and year first above-written.  Signed, sealed and delivered by Mr.............pursuant to Board Resolution of ……. me. dated ...... in Calcutta  Signature  In the presence of:  Signed, sealed and delivered by Mr. .................pursuant to Board Resolution of …..ltd. dated ......................  Signature  In the presence of:  1. ...................  2. ……………….. Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

JOINT VENTURE AGREEMENT FINANCIAL  This agreement is made this .................. day of.................. BETWEEN ………………………………………… incorporated under appropriate laws of United Kingdom with its office at 3 West End , London (hereinafter referred to as first party) and … Ltd. a company registered under the Companies Act 1956 and doing business at………………………………………, Coimbatore 641 018 (hereinafter referred to as the Second Party).  Whereas the parties herein have consented for doing trades of manufacturing of and dealing in Telecom Equipments in collaboration with each other.  And whereas the parties have consented that for better marketing organizational and financial of goods the parties herein would create/incorporate a new company to which the parties herein would give all help with technical know-how to make the venture a success.  Now therefore this agreement witnessed and the parties hereby consent as follows: 1. The fresh company will be incorporated in India with the name…. ltd. or any alteration thereof. 2. The Memorandum and Articles of Association of the fresh company would be prepared/filed with Registrar of Companies (state)………………………..……..and be registered subject to the alteration the Registrar of Companies might propose.  3. The fresh company will have an Authorized Share Capital of Rs. 100 millions divided into 1 million equity shares of Rs. 100 each.  4. The first party will subscribe to 49% of the shares in the fresh company and second party will subscribe to the extent of 51% of the shares in fresh company.5. The shares are issued as fully paid-up.  6. The consideration for issue of 49% of the shares of new company will he primarily in cash and partly by way of supply of plant, machinery, equipments, know-how and technical services to be rendered by first party to the said fresh company.  7. The management of the fresh company would be ruled by the enactments in the Memorandum/Articles of help of new company.  8. First party will render, inter alia, following assistance to the fresh company: (a) it will make available know-how of manufacturing and sourcing of raw materials, marketing finished products including exporting the same to Global markets; (b) it will depute technicians for studying working of said company's plant and machinery, production and sales mechanism and train Indian official of the fresh company for acquiring raw materials, manufacturing products, marketing the same and exporting to foreign countries; (c) it will allow use of its patent rights, Trade Marks, and other exclusive rights so that the products of fresh company can be vended and compete the world market.  9. The first party will buy from fresh company its products to the extent of 60% at the cost plus 40% basis or the market price whichever is higher.  10.The first party shall make available to the fresh company its own know-how, trade contacts, sources of raw materials/equipments, financing from Banks, Financial Institutions and other sources, personnel recruitment, rendering administrative, fiscal and valid l services and getting factory sites, and office premises for the fresh company.  11. The pre-incorporation expenditures in promotion of the fresh company will be shared by first party and second party in the proportion of 49% and 51% respectively. 12. The pre-incorporation expenditures so incurred will be paid/recovered from the fresh company and the fresh company when incorporated will ratify and agree to such payment. 13. This agreement is based on obtaining, necessary permissions, approvals and agreement of Government of India and other authorities.  14. This agreement shall be ruled by the laws of India.  15. All controversies and differences concerning this agreement will be adjudged by the Indian Chamber of Commerce of Arbitral proceedings to be held in place…..and its decision shall be final and binding on both parties to the agreement.  In witness whereof the parties hereto have signed, sealed and delivered these Presents on the day, month and year first above-written.  Signed, sealed and delivered by Mr. ........................ pursuant to Board Resolution of ……..me. dated .................. in ……..in the presence of:  Signature (first party)  1..................................... Signed, sealed and delivered by Mr. .................pursuant to Board Resolution of ………ltd. dated ................in the presence of:  Signature (second party)  ..........................................   Witness:  1………………………  2……………………… Download Word Document In English. (Rs.30/-) Download PDF Document In Marathi. (Rs.30/-)

Agreement of Collaboration to Establish a Factory (Formation of a new Company) Download Word Document In English. (Rs.60/-) Download PDF Document In Marathi. (Rs.60/-) This Agreement is made the ... day of ………….... 2000, between M/s. ABC & Co. Ltd., a company Incorporated in India and having its business address at ………………......... (hereinafter called 'the Local Company' of the One Part And M/s. XYZ and Co. Ltd., a company Incorporated in .………………… and having its registered office at ………………………………….. (hereinafter called the Foreign Company') of the Other Part. Whereas the Local Company is carrying on the business. inter alia of manufacturing ... for export.  the foreign company Is carrying on the business inter alia in the manufacture of .……………………. And Whereas the parties hereto have, after several consultations with each other shown the intention to co-operate with each other and enter into a joint venture relationship for the manufacture of ... (hereinafter referred to as 'the Product') for the consideration and upon the terms and conditions herein contained. And Whereas pursuant to the aforesaid intention of the parties hereto they propose to procure the formation of a Limited Company in India known as .………………..under the Indian Companies Act, 1956, (hereinafter called 'the Company') which would have an authorised share capital of Rs. …………... (Rupees …………………... ) divided into ……... ordinary or equity shares of Rs...………..each and an issued share capital of Rs. ………………. Now It Is Hereby Agreed between the parties as follows: - 1.     Forthwith upon the execution of this agreement the parties hereto shall get registered a Company in the name of M/s. …………….. Ltd., (and which name is approved by the Registrar of Companies at ………………….. ) with the said Registrar under the Indian Companies Act. 1956, In terms of the Memorandum and Articles of Association in the form of the drafts which have been approved by the parties and shall comply with the other requirements of such registration. 2.     The rights attaching to the shares of the Company have been set out in the draft Articles of Association referred to in Clause 1 hereof. 3.     Each of the parties hereto undertakes to the other – 1.     To perform and observe and (so far as it is able by the exercise of voting rights or otherwise so to do) to procure that the Company will perform and observe all the provisions of this Agreement. 2.     To take all necessary steps on its part to give full effect to the provisions of this agreement, and 3.     without prejudice to the generality of the foregoing, to exercise and procure that every person for the time being representing it will exercise or refrain from exercising any rights of voting at any meeting of the members or of the Directors of the Company so as to ensure the passing of any and every resolution necessary or desirable to procure that the affairs of the Company are conducted In accordance with this agreement and otherwise to give full effect to the provisions of this agreement and likewise so as to ensure that no resolution is passed which does not accord with such provisions. 4.     The registered office of the Company shall be at ... ………… 5.     The parties hereto agree that the share equity In the Company shall be in the following proportion: a.     The Foreign Company shall hold ... per cent, and b.    The Local Company shall hold percent of the total issued share capital of the company at any one time throughout the period of this joint venture. 6.     All shares issued shall be paid in full in cash and/or in kind to the Company but no additional shares shall be issued without the prior mutual agreement of the parties hereto. However. the parties hereto shall have pre-emptive rights in proportion to the number of shares held by each of them with respect to any new issuance of shares of the Company, subject to approval of SEBI, if required. 7.     Neither of the parties hereto shall pledge, sell, transfer or otherwise encumber or dispose of all or any of the shares of the Company without the written consent of the other party. 8.     As provided in the draft Articles of Association referred to in Clause 1 hereof the number of Directors of the Company shall be ........... of whom ………….... will be nominated by the Foreign Company and ... by the Local Company respectively hereto. Before the commencement of each financial year of the Company the Directors shall appoint one of their members to be the Chairman of the Board throughout such financial year and the person so elected shall be nominated in respect of alternate years by the parties hereto. The chairman shall have a casting vote at meetings of directors or at general meetings of the Company. The first Chairman of the Company shall be nominated from the Local Company. No director so appointed as herein provided shall be entitled to remuneration whatsoever unless otherwise agreed by the parties hereto. 9.     In the event that a director vacates his position at any time for whatsoever reason the vacancy shall be filled by the nomination of the party whose nominated director as aforesaid has vacated his/her position. 10.  The Board of Directors shall decide the time and venue for convening all meetings of the Company, provided that they will be held always in India. 11.  All general meetings of the Company shall be conducted in the language understood by the parties hereto and/or the shareholders of the Company but all the minutes of such meetings shall he written in the English language. 12.  The quorum for meetings of Directors of the Company and the procedure for transacting business at meetings of Directors of the Company shall be as prescribed in the draft Articles of Association referred to in clause 1. 13.  The Local Company will arrange for the necessary accounting and other essential services and facilities to be provided for the Company on terms to be approved by the Directors of the Company. 14.    a.     the accounts of the Company shall be made upto the 3lst day of March in each year. b.    The annual statement of account of the company shall be audited by an independent Chartered Accountant to be appointed on the mutual agreement of the parties hereto. The Company shall issue to the shareholders on a semi-annual basis and within sixty (60) days of the end of the relevant month the financial statements together with the report on operations for the period covered by the financial statements and which shall be submitted In the English language at the expense of the Company. 15.  The Company shall open a bank account with the Bank of.... and such account shall be operated by any two (2) Directors of the Company or otherwise as may be determined by the Directors of the Company from time to time. 16.  The Directors shall appoint two (2) Joint Representative Directors for the Company, one of whom shall be nominated by the Local Company and the other by the Foreign Company, who shall be responsible for the operation and administration of the Company in accordance with the decisions of the Directors. The Joint Representative Director nominated by the Foreign Company shall be designated the President of the Company and the Joint Representative Director nominated by the Local Company shall be designated the Vice-President of the Company. 17.  The Directors of the Company may appoint a manager for the day to day management of the affairs of the Company and/or a manager for direction of manufacturing and sale of the product. 18.  Except with the approval of the Directors of the Company – a.     The Company shall not engage in any other business than the manufacture of the Product. b.    The company shall not make or incur any commitment for capital expenditure. and c.     The Company shall not enter into any contract or engagement of a material nature outside the normal course of business. 19.  This Agreement shall continue to be in effect so long as both parties remain the shareholders of the Company in the manner aforesaid unless the same is earlier terminated as provided here in below by written notice of one party to the other of its intention to terminate this agreement : a.     In the event that the necessary approvals by the Government authorities for this joint venture and/or the necessary approvals for the manufacture of the Product and such other related matters are not obtained within three (3) months from the date of this agreement or such other period the parties hereto may agree to. or b.    In the event that either party commits a breach of any of the terms of this agreement, provided that. the other party in writing requires the former to remedy such breach within ninety (90) days from the date of the notice and the party receiving such notice has failed to remedy the breach, or c.     In the event of any acts by force majeure which either of the parties are unable to remedy within ninety (90) days of its happening, or d.    In the event that either party hereto goes into liquidation voluntarily or compulsorily or enters into composition with its creditors or restructures Itself or does anything whereby its corporate entity Is so materially changed so as to adversely affect this joint venture and/or this agreement ; or e.     In the event that there be intervention by the local authorities thereby making the joint venture not viable to continue ; or f.     In the event that the parties hereto mutually agree to the termination of this agreement. 20.  If either party hereto gives notice of termination of this agreement as aforesaid the party giving the said notice shall offer in writing the sale of its shares in the Company to the other party at the fair market value then prevailing and if the party receiving the said offer does not accept the offer itself or by Its nominee or nominees within ninety (90) days from the date of the said notice then the Company shall be deemed to go Into voluntary liquidation in which event a liquidator will be appointed for the eventual dissolution of the Company. For the purpose of this Clause the phrase 'fair market value' shall mean the price per share as agreed upon by the parties hereto or in the event the parties are unable to agree within the said period of ninety (90) days the price per share shall be determined by the Independent Chartered Accountant of the Company and such determination shall be final and binding on the parties hereto. 21.  The failure of either party to insist on the strict and punctual performance of the provisions of this agreement shall not constitute a waiver of or estoppel against asserting the right to require such performance nor should a waiver or estoppel in one Instance constitute a waiver or estoppel with respect to a later breach whether of similar nature or otherwise. Nothing in this provision shall prevent a party hereto from enforcing Its rights by such remedies as may be available in lieu of termination of this agreement as specified in Clause 18 hereto. 22.  In the event that there be any term or provision of this agreement becoming invalid, illegal or unenforceable in any respect after execution hereof such invalidity or unenforecability shall not affect any other term or provision of this agreement and this agreement shall be interpreted and construed as if such Invalidity illegality or unenforecability had never existed and/or contained in this agreement. 23.  The failure or delay of either party hereto to perform any obligation under this agreement solely by reason of acts of God, acts of Governmental policies (otherwise than provided herein) riots. wars, strikes, lockouts. accidents in transportation and/or such other causes beyond the party's control shall not be deemed to he a breach of this Agreement. Provided Always, if the party is so prevented from performing as herein stated it shall continue to take all expedient steps and/or actions within its ability to rectify the situation. 24.  Except where the nature of the happening is such as to prevent the party from doing so the party suffering from the acts by force majeure shall notify the other party in writing within seven (7) days after the occurrence of such happening. 25.  This agreement shall not be construed by either party hereto as constituting each of them the agent of the other nor the Company as the agent for either of them. 26.  This Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and assigns but any assignment of this agreement by one party shall not be effective without the written consent of the other party being first had and obtained. 27.  The costs and expenses incidental to this Agreement shall be paid by the parties hereto but such payments shall be reimbursed by the Company after the execution hereof. 28.  The terms and conditions, apart from those contained herein, on which the Foreign Company has agreed to collaborate and to render necessary help in the manufacture of the said product by the Company by supplying the know-how and transferring its patents and trade marks, have been recorded in a draft of the agreement to be entered into between the Company and the parties hereto and such draft which is approved by both the parties hereto and is annexed hereto as Annexure A shall be deemed to form part of this agreement. On the registration of the said Company the said draft agreement will be got adopted by the Board of Directors of the Company and shall be thereafter executed by and on behalf of the Company and the parties hereto so as to be binding on the Company. 29.  The parties hereto shall get the Articles of Association of the Company amended, if required, to make them consistent with the terms of this agreement. 30.  The parties hereto covenant with each other as follows a.     that it will carry out the provisions of this agreement in good faith and in the spirit it is executed. b.    that it warrants and represents to the other party that it has no outstanding commitments or obligations which would impede its ability and right to enter into this agreement and/or fulfil its obligations hereunder except for those disclosed in writing at the time of the execution hereof. c.     That it will indemnify the other party if the aforesaid warranty and/or representation is found to be false or untrue and save it harmless from all damages, fines, costs and such other expenses in consequence thereof. d.    That it will not engage or participate in any manner with any other party in any venture within India which may compete and/or be detrimental to the Company's manufacture and sale of the Product or the goodwill and wellbeing of the Company generally, and e.     that it will do such acts and/or deeds as are necessary and beneficial to the Company upon the request by the other party hereto. 31.  All disputes and/or differences arising between the parties hereto with regard to this agreement including Annexure A hereto or the duties, powers or liabilities or either party hereunder or with regard to the construction of any clause hereof or any act or thing to be done in pursuance thereof or arising out of anything herein contained whether during the continuance of this agreement or upon or after its termination by any act of either party hereto or otherwise shall be referred to a single Arbitrator In accordance with the provisions of the Indian Arbitration & Conciliation Act, 1996. 32.  Any notice required or permitted to be given hereunder shall be in writing and may be given by the personal service or prepaid mall or by electronic transmissions to the parties hereto at their addresses specified below : To the Local Company: ... To the Foreign Company: ... and any such notice given shall be deemed to have been received by either of the parties hereto within fourteen (14) days after it has been posted and if it is sent by electronic transmission it shall be deemed to have been received within forty eight hours after it has been transmitted. For the purpose of showing proof of posting and/or transmitting it shall be sufficient to produce a letter. a telex, a cable and/or a telefax message containing the notice and properly addressed, posted and/or transmitted to the party intended therefor. 33.  This agreement shall be construed and shall take effect in accordance with the law in India. as Witness the Common Seal of the parties hereto have been hereunto affixed, the day and year first hereinabove written The common seal of M/s. ABC Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated ………….... in the presence of Mr…………………...,a Director duly authorised in that behalf The common seal of M/s. XYZ & Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated…………….. in the presence of Mr. ……………... a Director, duly authorised In that behalf. Witnesses; 1. 2.

Joint Ventures Abroad Download Word Document In English. (Rs.50/-)        i        Unlike joint ventures in India, Joint venture undertakings are established abroad by the Indian entrepreneurs for building up an export potential for their products manufactured through foreign collaboration in the developing countries where there is a favorable political climate and a demand for the Indian products. For this purpose, the Government offers the following opportunities:                i           opportunities to increase the export potential of the Indian company;             ii        facility of repatriation to India of capital and dividend and royalty and remuneration earned outside India from joint ventures;            iii        incentives under the Income-tax Act.           iv        Compliance with requirements for setting up joint ventures.-The following requirements will have to be complied with for setting up joint ventures abroad : a.     Under Companies Act.-Since the Government’s policy is to encourage only the corporate bodies to invest in joint ventures abroad application should be made to the Central Government, Department of Company Affairs under section 372 (4) if the Companies Act, 1956 in Form 34-B prescribed under the Companies (Central Government’s) General Rules and Forms, 1956. [Form No. 1 below]. b.    Under FERA.- Section 27 of Foreign Exchange Regulation Act, 1973, requires that persons resident in India including firms and companies (other than foreign nationals) should obtain prior permission of the Government of India to associate themselves with, or participate in, whether as promoters or otherwise, any concern outside India engaged in, or intending to engage in, any activity of a trading, commercial or industrial nature, whether such concern is a body corporate or not. The application has to be made in the prescribed Form PFCE (See Form No. 31 in Chapter 12). c.     Approval of Reserve bank.-An application has to be made to the Reserve Bank of India in the prescribed Form GRI/EP (Form Nos. 2 and 3 below) for export of plant and machinery and other capital goods or equipment from India towards the Indian collaborator’s contribution to the ventures abroad. d.    For sending representatives.-If the Indian company sends its representative abroad for purposes of the overseas venture, application has to be made to the Reserve Bank of India for exchange in the prescribed Form TRB 2 (Form No. 4 below). e.     Remittance of cash.-If the Central Government permits remittance of cash towards equality participation on the overseas concern, application for release of foreign exchange will have to be made in the prescribed Form A 2, (Form No. 5 below). f.     Holding shares and securities abroad g.    Holding shares and securities abroad –An application has to be made n the prescribed Form FADI (Form No. 6 below) to the Controller, Exchange Control Department, Reserve Bank of India, Central Office (Foreign Accounts Division ) Bombay-1 for licence to hold the shares or securities abroad.       ii        Tax concessions under Income-tax Act.-The following tax concessions and incentives are provided by the Income-tax Act in respect of joint venture abroad : a.     Deduction of 50% (25% up to 31.3.1987) of profits and gains from projects outside India.-Section 80 HHB of the Income-tax Act, inserted w.e.f. 1.4.11983, provides for a deduction of 50% (25% up to 31.3.1987) of profits and gains of an Indian company or a non-corporate resident assessee derived from the business of execution of a foreign project –undertaken by the assesee in pursuance of a contract entered into with the Government of a foreign State or any statutory or other public authority or agency in a foreign State or a foreign enterprise if the following conditions are fulfilled: a.     The foreign project must be a project for construction of any buildings, road, dam, bridge or other structure outside India or the assembly or installation of any machinery or plant outside India, or the execution of such other work which may be prescribed. b.    The consideration for the execution of the foreign project is payable in convertible foreign exchange. c.     The assessee keeps separate accounts of such profits and gains from the foreign project. Where the assessee is a person other than an Indian company or co-operative society, the accounts are audited by an accountant, and a report of such audit in the prescribed form and signed and verified by such accountant is furnished along with his return of income. d.    An amount equal to 50% of such profits and gains is debited to the profit and loss account of the previous year of the assessee and credited to a reserve account is to be utilised by the assessee during a period of five years next following for the purpose of its business. It should not be distributed by way of dividend or profits. e.     An equal amount of 50% of such profits and gains is brought by the assessee into India in convertible foreign exchange in accordance with the provisions of the Foreign Exchange Regulation Act. 1973, within six month from the end of the previous year. Where the amount brought into India in convertible foreign exchange falls short of 50% , deduction allowed will be limited to the amount credited or brought into India. b.    Deduction of 50% of royalties, commission, etc., received from foreign enterprises.-Under Section 80-O of the Income-tax Act, a deduction of an amount equal to 50% of income by way of royalty, commission, fees or any similar payment received by an Indian company from the Government of a foreign State or a foreign enterprise in consideration for the use outside India of any patent, invention, model, design, secret formula or process, or similar property right, or information concerning industrial, commercial or scientific knowledge, experience or skill made available or provided or agreed to be made available or provided to such Government or enterprise by the assessee, or in consideration of technical services rendered or agreed to be rendered outside India to such Government or enterprise by the assessee, is allowed. For availing this deduction, the following conditions will have to be satisfied:        i        such income should be received under an agreement approved by the Board up to 31.3.1989 or by the Chief Commissioner or the Director General from 1.4.1989.       ii        such, income should be received in convertible foreign exchange in India, or having been received in convertible foreign exchange outside India, or having been converted into convertible foreign exchange outside India, is brought into India, by or on behalf of the assessee in accordance with any law for the time being in force for regulating payments and dealings in foreign exchange.      iii        such income should be received in India within a period of six months form the end of the previous year or within such further period as the Chief Commissioner or Commissioner may allow. Section 80-O does not specify who the party of the other part to the agreement should be. It is, therefore, difficult to imply that the party of the other part must be the Government of a foreign State or an foreign enterprise. Even in terms of the objects of the section there is no reason why the agreement should be restricted to one entered into with the Government of a foreign State or a foreign enterprise. Regardless of who the party of the other part is, if the conditions of the section have been complies with, there will be an augmentation of the foreign exchange resources of the country. [Petron Engg. Constructions (P.) Ltd. v. CBDI, (1987) 34 Taxman 401 (Bom)]. Further, the words “the Government of a foreign State or foreign enterprise’ must be read together. The words ‘foreign enterprise’ must take colour from the words ‘the Government of a foreign State.’ The words ‘foreign enterprise’ cannot, upon an interpretation of section 80-O, be held to apply to an establishment or undertaking or branch or unit of an Indian company in a foreign country. Such establishment, undertaking, branch or unit may well be an ‘enterprise’ but it is not a ‘foreign enterprise’ within the meaning of these words as used in section 80-O .[Petron Engg. Constructions (P.) Ltd. v. CBDT, (1987) 34 Taxman 401 (Bom)]. However, there is nothing in section 80-O which requires that the agreement should necessarily be between the assessee and the foreign party. If the conditions set out in section 80-O are fulfilled, the agreement would qualify for approval. [Indian Hume Pipe Co. Ltd. v. CBDT, (1986) 27 Taxman 90 (Bom)]. If the agreement is entered into by the Indian company with a foreign Government but the Indian company appoints an Indian contractor to execute the work under the agreement, there would be sufficient compliance with the provisions of section 80-O and the agreement would deserve approval. [Ganon Dunkerely & Co. Ltd. v. CBDT, (1986) 156 ITR 162 (Bom)]. The very object of the section is that the identity of the Indian company must be different from that of the foreign company and that the managing or running a foreign company by the Indian company would not amount to rendering of technical services, because when the Indian company manages or runs the foreign company, then the identity of the Indian company would be lost and, therefore, the remuneration obtained from managing or running a foreign company would be in the nature of profits while section 80-O restricts itself to income by way of royalty, commission or fees and excludes all other types of remuneration. [J.K. (Bombay) Ltd. v. CBDT, 91979) 118 ITR 312 (Del), distinguished in Oberoi Hotels (India) (P). Ltd. v. CBDT, (1982) 135 ITR 257 (Del) in connection with managing a modern hotel]. It may be noted that technical services should be rendered outside India and not in India, e.g., testing samples of products in laboratory in India would not amount to rendering technical services outside India. [Scarle (India) Ltd. v. CBDT, (1984) 145 ITR 573 (Bom)]. The information received from Indian consultants by the British Broadcasting Corporation, (BBC) on attitudes of the Indian audience for use by the BBC can be said to be used outside India. [E.P.W..Da Costa v. Union of India, (1980) 121 ITR 751 (Del)]. The information received from Indian consultants by the British Broadcasting Corporation, (BBC) on attitudes of the Indian audience for use by the BBC can be said to be used outside India. [E.P.W.Da Costa v. Union of India, (1980) 121 ITR 751 (Del)]. c.     Deduction in respect of remuneration of Indian technician for services outside India.-A technical who is a citizen of India is entitled to the deduction from his remuneration received by him in foreign currency from any employer (being a foreign currency from any employer (being a foreign employer or an Indian concern) for any services rendered by him outside India for a period of 3 years, of the higher of the following :                        i        50% of remuneration, or                       ii        75% of such remuneration as is brought into India by or on behalf of the assessee in accordance with the Foreign Exchange Regulation Act, 1973 and any rules made thereunder. [See section 80 RRA, Income-tax Act]. It is significant that section 80-O RRA of the Income-tax Act, 1961, uses the expression “remuneration” and not “salary”, for a citizen of India, who receives remuneration in foreign currency for services rendered outside India, to be entitled to the deduction provided therein. There is no warrant for restricting the meaning of the expression “remuneration “ only to salary received by an employee abroad. “Remuneration” will cover fees paid to a consultant or technician. Further the word “employer” is used in section 80 RRA not in any technical sense but as meaning a person who uses or services of any person : It comprehends whole time servant or part-time engagee. [ CBDT v. Aditya V. Birla’ (1988 170 ITR 137 (SC)].                      iii        Model Forms Registration No. of the Company………………………………………… Nominal capital Rs…………………………………………………………… THE COMPANIES ACT, 1956 Form of Application to the Central Government for Purchaser by Companies of Shares of Other Companies Note :1        i        Company (in this form) means company which proposes to make the investment, and ‘other body corporate’ means the company in which investment is proposed to be made.       ii        Information should be furnished as on the date of application unless otherwise indicated in the form.      iii        The application should be accompanied by the documents mentioned in Appendix 1. The company is advised that, for expeditious disposal of the application , the information regarding the financial position of the company and also of the other body corporate according to the latest published balance sheets, should also be furnished in the proforma contained in Appendix II.      iv        The reference to “debentures” in the proforma should be read with the provisions of section 372 (12).        i          a.     Name of the company. b.    Management structure (composition of board of directors giving their names and addresses and particulars regarding manager, managing director, if any). c.     Capital structure 1.     Share capital Authorised Rs. Subscribed Rs. Paid-up Rs. (Separately indicating equity and preference share capital). 2.     Debentures Rs. 3.     Long term loans Rs.      II.          a.     Name of the other body corporate : b.    Management structure (composition of board of directors giving their names and addresses and particulars regarding manager or managing director, if any). c.     Capital structure : 1.     Share capital Authorised Rs. Subscribed Rs. Paid-up Rs. (Separately indicating equity and preference share capital). 2.     Debentures Rs. 3.     Long term loans Rs. Note :  In the case of new companies and companies still to be registered particulars of the proposed arrangement should be furnished.     III.        Main business of the company : a.     Main business of the other body corporate. b.    In what way would be proposed investment be in the interest of the company and of the other body corporate.    IV.        Particulars of the proposed investment : a.     Nature of investment (equity/preference) or debenture with rate of preference / dividend / debenture interest, terms of redemption, etc . b.    Amount to be invested. c.     Number of shares / debentures to be purchased. d.    Nominal value of the shares / debentures. e.     If the shares are quoted on any recognised stock exchange, current market quotations. f.     If the shares are not quoted on any recognised stock exchange, details as to the break-up value, yield and fair value. g.    Rate at which the shares/debentures are to be purchased (in case the price to be paid is higher than the market value or the fair value of the shares justification for the same.) h.     Form of payment , i.e. in cash or by issue of shares of the company or by transfer of property (details to be given). i.      Dividend declared on the shares of the other body corporate during the preceding three year, if any. j.      Whether the shares/debentures are being purchased out of the fresh issue from the company. k.     If the shares/debentures are being purchased from the existing shareholders, indicate the name and address of the transferors and their relationship, if any, with any of the director/directors or manager or the company. In case the transferor is a body corporate, indicate the interest of the director/directors or manager of the company, in the said body corporate with the percentage of their shareholding. State the shares/positions held by them or their relations. l.      Whether section 108-A of the Act is applicable to the proposed acquisition of shares. If so, whether application for approval has been made to the Central Government under the said Section. m.   Indicate the amount of foreign exchange, if any, required to be remitted for this investment with the name of the country to which remittance is to be made. n.     Whether with the proposed investments the burden of foreign exchange remittance regarding dividends, etc., of the other body corporate is likely to be reduced and, if so, give details.     V.          a.     Full details of the investment, if any, already made by the company in the shares or debentures of other bodies corporate distinguishing between investment made in bodies corporate in the same group and outside the group indicating the bodies corporate which inter se in the same group though may not be in the same group as that of the company : 1.     Names of the other bodies corporate. 2.     Nominal value of the shares/debentures of each of them. 3.     Cost price of the shares in which investments were made. 4.     Present market price of the shares. 5.     Whether quoted on any recognised stock exchange. 6.     Dividends paid during the last three years separately, in respect of shares of each such other body corporate. 7.     Subscribed capital of each company in which investments to the subscribed capital of each. b.    The percentage which the proposed investment (face value) together with any previous investments made by the company would bear in relation to the subscribed capital of the other body corporate. c.     The percentage which the cost price of the proposed investment along with that of all existing investments in other bodies corporate, bear to the subscribed capital of the company.    VI.        Whether the other body corporate is in the same group as the company within the meaning of section 370 of the Act. If so, state the particular clause of the section which is attracted indicating the circumstances in which the companies are regarded as coming under the same group, and the percentage which the cost price of the proposed investment along with that of all existing investments in the same group bears to the subscribed capital of the company.   VII.        Full details of the existing borrowings of the company indicating the amount due, source from which obtained, rate of interest payable, terms regarding repayment and security and separately showing the amounts due to a.     Central State Governments. b.    Financial institutions. c.     Nationalised banks d.    Insurance companies. e.     Others.  VIII.          a.     The net excess of current assets over current liabilities of the company according to the latest balance sheet, indicating details of the calculations. b.    Full details of the cash and bank balance and easily realisable securities and investments according to the latest balance sheep of the company.    IX.          a.     Source from which the proposed investment is to be financed, indicating detailed particulars, the period over which the payment will be spread over giving a cash-flow statement. b.    If any part of the amount to be invested is to be financed by borrowings, he amount of the loan and the source from which it is to be obtained should be indicated together with the terms regarding interest, repayment, security to be furnished, etc.     X.        Equity /preference shares held by each of the following indicating separately the percentage the same bears to the total equity, preference share capital of the investing company : a.     Controlling block : 1.     Shares held by directors and their relatives. 2.     Other companies in the same management. b.    Central /State Governments c.     Financial institution (by individual names). d.    Nationalised banks. e.     Non-residents :] 3.     Companies not incorporated in India 4.     Foreign nationals f.     Shareholders not covered in (a) to (e) above holding 1 per cent or more of the equity shares. g.    Others : 5.     Companies 6.     Individuals.    XI.        Equity/ preference share held by each following indicating separately the percentage the same bears to the total equity/preference share capital of the other body corporate. a.     Controlling block : 1.     Shares held by directors and their relatives. 2.     Others companies in the same management. 3.     Investing company. b.    Central /State Governments. c.     Financial institutions(by Individual names). d.    National banks. e.     Non-residents : 1.     Companies not incorporate in India. 2.     Foreign nationals. f.     Shareholders not covered in (a) to (e) above holding 1 per cent or more of the equity shares. g.    Others : 1.     Companies. 2.     Individuals.   XII.        Equity /preference shares held by each (as in para XI) after making the proposed investment.  XIII.          a.     Whether the company is registered under section 26 of the Monopolies and Restrictive Trade Practices Act, 1969. If so, registration No. under the Act ? b.    Whether the company has submitted an application under section 21 or 22 or 23 of the Monopolies and Restrictive Trade Practices Act, 1969, also in this regard ? XIV.        Whether there are any arrears of provident fund in respect of the employees of the investing company ? If so, the details thereof.  XV.        Any other information which may have a bearing on the proposed investment. Dated………………….day of Signature …………………198…… Designation APPENDIX I a.     A copy of the resolution passed by the company in general meeting together with a copy of the resolution of the Board approving the investment. b.    A copy each of the Memorandum and Articles of Association of the company and of the other body corporate. c.     Copies of the balance sheets of both the companies and of the other body corporate for the last three financial years. d.    A copy of the prospectus issued by the other body corporate. APPENDIX II A. Financial and liquidity position of the company according to the latest balance sheet. Current Assets Rs. Rs. (including investments other than trade investments in subsidiary and/or managed companies). Less : Current liabilities (including short-term loans and liabilities) ………. ………. ………. ……….. Liquid surplus Add : a.     Fixed assets b.    Trade investment and investment in subsidiary and and /or managed companies . …………. ……….. ………….. ……….. Less : Long –term loans and liabilities Net worth as on (Date of balance sheet) Note : In making the above computation of the net wroth adjustments in respect of the following items shall be made :        i        intangible assets, e.g. goodwill, etc.       ii        Doubtful assets, e.g. doubtful and bad debts, etc.      iii        Deferred revenue expenditure      iv        Accumulated losses       v        Arrears of depreciation      vi        Arrears of preference shares dividend     vii        Any other amount, appearing in the balance sheet required to be deducted in accordance with accounting practice. Total ………… ……… Reconciliation of net worth paid-up capital Add : Reserve (Please specify details) Less : Intangible assets and any other amount required to be deducted (vide Note above) ……… ………. Net worth as on Date of balance sheet) B. Financial position of the other body corporate ………………. according to the latest balance sheet Total assets ………………………. Rs. Rs. Less :        i        Intangible assets like goodwill, etc.       ii        Doubtful assets like doubtful and bad debts, etc.      iii        Deferred revenue expenditure.      iv        accumulate losses       v        Arrears of depreciation      vi        Arrears of preference shares dividend.     vii        Any other amount required to be deducted in accordance with accounting practice Rs. …………….. Total (X) ……………….. Less : Liabilities Net worth as on (Date of balance sheet) Reconciliation of net worth paid-up capital ………. ………. Add: Reserve (please specify details) Less : Intangible assets, etc. (Vide (X) above) Net worth as on (Date of balance sheet) ……………. …………… Signature Designation Date the……………..day of………….,2000.

General Conditions for the Supply of Plant and Machinery for Export Download Word Document In English. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/-) Prepared under the auspices of the United Nations Economic Commission for Europe Geneva, March, 1953 1.       Preamble 1.1. These General Conditions shall apply, save as varies by express agreement accepted in writing by both parties. 2.       Formation of Contract 2.1. The Contract shall be deemed to have been entered into when, upon receipt of an order, the vendor has sent an acceptance in writing within the time limit (if any) fixed by the purchaser. 2.2. If the Vendor, in drawing up his tender, has fixed a time-limit for acceptance, the Contract shall be deemed to have been entered into when the Purchaser has sent an acceptance in writing before the expiration of such time-limit, provided that there shall be not binding Contract unless the acceptance reaches the Vendor not later than one week after the expiration of such time-limit. 3.        Drawing and descriptive document 3.1. The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, prospectuses, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. These data shall not be binding save to the extent that they are by reference expressly included in the Contract. 3.2. Any drawings or technical documents intended, for use in the construction of the Plant or of part thereof and submitted to the Purchaser prior or subsequent to the formation of the Contract remain the exclusive property of the Vendor. They may not, without the Vendor’s consent, be utilised by the Purchaser or copied, reproduced, transmitted or communicated to a third party. Provided, however, that the said plants and documents shall be the property of the Purchaser; a.     if it is expressly so agreed, or b.    if they are referable to a separate preliminary Development Contract on which no actual construction was to be performed and in which the property of the Vendor in the said plans and documents was not reserved. 3.3. Any drawings or technical documents intended for use in the construction of the Plant or of part thereof and submitted to the Vendor by the Purchaser prior or subsequently to the formation of the Contract remain the exclusive property of the Purchaser. They may not, without his consent, be utilised by the Vendor, or copied, reproduced, transmitted or communicated to a third party. 3.4. The vendor shall, if required by the Purchaser, furnish free of charge to the Purchaser at the commencement of the Guarantee period, as defined in Clause 9, information and drawings other than manufacturing drawings of the Plant of sufficient detail to enable the Purchaser to carry out the erection, commissioning, operation and maintenance (including running repairs) of all parts of the Plant. Such information and drawing shall be the property of the Purchaser and the restrictions on their use set out in paragraph 2 hereof shall not apply thereto. Provided that if the vendor so stipulates, they shall remain confidential. 4.       Packing 4.1. Unless otherwise specified : a.     prices shown in price lists and catalogues shall be deemed to apply to unpacked Plant ; b.    prices quoted in tenders and in the Contract shall include the cost of packing or protection required under normal transport conditions to prevent damage to or deterioration of the Plant before it reaches its destination as stated in the Contract. 5.       Inspection and Tests 5.1. If expressly agreed in the Contract, the Purchaser shall entitled to have the quality of the materials used and the parts of the Plant, both during manufacture and when completed, inspected and checked by his authorised representatives. Such inspection and checking shall be carried out at the place of manufacture during normal working hours after agreement with the Vendor as to date and time. 5.2. If as a result of such inspection and checking the Purchaser shall be of the opinion that any materials or parts are defective or not in accordance with the Contract, he shall state in writing his objections and the reason thereof. TESTS 5.3. Acceptance tests will be carried out and, unless otherwise agreed, will be made at the vendor’s works and during normal working hours. If the technical requirements of the tests are not specified in the Contract, the tests will be carried out in accordance with the general practice obtaining in the appropriate branch of the industry in the country where the Plant is manufactured. 5.4. The Vendor shall give to the Purchaser sufficient notice of the tests to permit the Purchaser’s representatives to attend. If the Purchaser is not represented at the tests, the test report shall be communicated by the Vendor to the Purchaser and shall be accepted as accurate by the Purchaser . 5.5. If on any test (other than a test on site, where test on site are provided for in the Contract) the Plant shall be found to be defective or not in accordance with the Contract, the Vendor shall with all speed make good the defect or ensure that the Plant complies with the Contract. Thereafter, if the Purchaser so requires, the test shall be repeated. 5.6. Unless otherwise agreed, the Vendor shall bear all the expenses of tests carried out in his works, except the personal expenses of the Purchaser’s representatives. 5.7. If the contract provides for test on site, the terms and conditions governing such tests shall be such as may be specially agreed between the parties. 6.       Passing or risk 6.1. Save as provided in paragraph 7.6 the time at which the risk shall pass be fixed in accordance with the International Rules for the Interpretation of Trade Term(Incoterms) of the International Chamber of Commerce in force at the date of the formation of the Contract. Where no indication is given in the Contract of the form of sale, the Plant shall be deemed to be sold “ex-works”. 6.2. In the case of a sale “ex-works’, the Vendor must give notice in writing to the Purchaser of the date on which the Purchaser must take delivery of the Plant. The notice of the Vendor must be given in sufficient time to allow the Purchaser to take such measures as are normally necessary for purpose of taking delivery. 7.       Delivery 7.1. Unless otherwise agreed, the delivery period shall run from the latest of the following dates : a.     the date of the formation of the Contract as defined in Clauses 2; b.    the date on which the vendor receives notice of the issue of a valid import licence where such is necessary for the execution of the Contract ; c.     the date of the receipt by the Vendor of such payment in advance of manufacture as is stipulated in the Contract. 7.2. Should delay in delivery be caused by any of the circumstances mentioned in Clauses 10 or by an act or omission of the Purchaser and whether such cause occurs before or after the time or extended time for delivery, there shall be granted subject to the provisions of paragraph 5 hereof such extension of the delivery period as is reasonable having regard to all circumstances of the case. 7.3. If a fixed time for delivery is provided for in the Contract, and the Vendor fails to deliver within such time or any extension thereof granted under paragraph 2 hereof, the Purchaser shall be entitled, on giving to the Vendor within a reasonable time notice in writing to claim a reduction of the price payable under the Contract, unless it can be reasonably concluded from the circumstances of the particular case that the Purchaser has suffered no loss. Such reduction shall equal the percentage named in paragraph A of the Appendix of that part of the price payable under the Contract which is properly attributable to such portion of the Plant as cannot in consequence of the said failure be put to the use intended for each complete week of delay commencing on the due date of delivery, but shall not exceed the maximum percentage named in paragraph B of the Appendix. Such reduction shall be allowed when a payment becomes due on or after delivery. Save as provided in paragraph 5 hereof, such reduction of price shall be to the exclusion of any other remedy of the Purchaser in respect of the Vendor’s failure to deliver as aforesaid. 7.4. If the time for delivery mentioned in the Contract is an estimate only, either party may after the expiration of two thirds of such estimated time require the other party in writing to agree a fixed time. Where no time for delivery is mentioned in the Contract, this course shall be open to either party after the expiration of six months from the formation of the Contract. If in either case the parties fail to agree, either party may have recourse to arbitration, in accordance with the provisions of Clause 13, to determine a reasonable time for delivery and the time so determined shall be deemed to be the fixed time for delivery provided for in the Contract and paragraph 3 hereof shall apply accordingly. 7.5. If any portion of the Plant is respect of which the Purchaser has become entitled to the maximum reduction provided for by paragraph 3 hereof, or in respect of which he would have been so entitled had he given the notice referred to therein, remains undelivered, the Purchaser many by notice in writing to the Vendor require him to deliver and by such last mentioned notice fix a final time for delivery which shall be reasonable, taking into account such delay as has already occurred. If for any reason whatever the Vendor fails within such time to do everything that he must do to effect delivery the Purchaser shall be entitled by notice in writing to the Vendor and without requiring the consent of any Court, to terminate the Contract in respect of such portion of the Plant and thereupon to recover from the Vendor any loss suffered by the Purchaser by reason of the failure of the Vendor as aforesaid up to an amount not exceeding the sum named in paragraph C of the Appendix or, if no sum be named, that part of the price payable under the Contract which is properly attributable to such portion of the Plant as could not in consequence of the Vendor’s failure be put to the use intended. 7.6. If the Purchaser fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the Plant had been delivered. The Vendor shall arrange for the storage of the Plant at the risk and cost of the Purchaser. Provided that is the delay in accepting delivery is due to one of the circumstances mentioned in Clauses 10 and the Vendor is in a position to store it in his premises without prejudice to his business, the cost of storing the Plant shall not be borne by the Purchaser. 7.7. Unless the failure of the Purchaser is due to any of the circumstances mentioned in Clause 10, the Vendor may require Purchaser by notice in Writing to accept delivery within a reasonable time. If the Purchaser fails for any reason whatsoever to do so within time the Vendor shall be entitled by notice in writing to the Purchaser and without requiring the consent of any Court, to terminate the Contract in respect of such portion of the Plant as is by reason of such failure up to an amount not exceeding the sum named in paragraph D of the Appendix or, if no sum be named, that part of the price payable under the Contract which is properly attributable to such portion of the Plant. 8.       Payment 8.1. Payment shall be made in the manner and at the time or times agreed by the parties. 8.2. Any advance payments made by the Purchaser are payments on account and do not constitute a deposit, the abandonment of which would entitle either party to terminate the Contract. 8.3. If delivery has been made before payment of the whole sum payable under the Contract, Plant delivered shall to the extent permitted by the law of the country where the Plant is situated after delivery remain the property of the Vendor until such payment has been effected. If such law does not permit the Vendor to retain the property in the Plant, the Vendor shall be entitled to the benefit of such other rights in respect thereof as such law permits him to retain. The Purchaser shall give the Vendor every assistance in taking any measures required to protect the Vendor’s right of property or such other rights as aforesaid. 8.4. A payment conditional on the fulfilment of an obligation by the Vendor shall not be due until such obligation has been fulfilled unless the failure of the Vendor is due to an act or omission of the Purchaser. 8.5. If the Purchaser delays in making any payment the Vendor may postpone the fulfillment of his own obligations until such payment is made unless the failure of the Purchaser is due to an act or omission of the Vendor. 8.6. If delay by the Purchaser in making any payment is due to one of the circumstances mentioned in Clause 10, the Vendor shall not be entitled to any interest on the sum due. 8.7. Save as aforesaid, if the Purchaser delays in making any payment, the Vendor shall on giving to the Purchaser within a reasonable time notice in writing be entitled to the payment on interest on the sum due at the rate fixed in paragraph E of the Appendix from the date on which such sum become due. If at the end of the period fixed in paragraph F of the Appendix, the Purchaser shall still have failed to pay the sum due, the Vendor shall be entitled by notice in writing to the Purchaser, and without requiring the consent to any Court, to terminate the Contract and thereupon to recover from the Purchaser the amount of his loss up to the sum mentioned in paragraph D of the Appendix. 9.       Guarantee 9.1. Subject as hereinafter set out, the Vendor undertakes to remedy any defect resulting from faulty design, materials or workmanship. 9.2. This liability is limited to defects which appear during the period (hereinafter called “the Guarantee Period”) specified in paragraph C of Appendix. 9.3. In fixing this period due account has been taken of the time normally required for transport as contemplated in the Contract. 9.4. In respect of such parts (whether of the Vendor’s own manufacture or not) of the Plant as are expressly mentioned in the Contract, the Guarantee Period shall be such other period (if any) as is specified in respect of each of such parts. 9.5. The Guarantee Period shall start from the date on which the Purchaser receives notification in writing from the Vendor that the Plant is ready for dispatch from the works. If dispatch is delayed, the Guarantee Period shall be extended by a period equivalent to the amount of the delay so as to permit the Purchaser the full benefit of the time given for trying out the Plant. Provided however that if such delay is due to a cause beyond the control of the Vendor such extension shall not exceed the number of months stated in paragraph 11 of the Appendix. 9.6. The daily use of the Plant and the amount by which the Guarantee period shall be reduced if the Plant is used more intensively are sated in paragraph 1 of the Appendix. 9.7. A fresh Guarantee Period equal to that stated in paragraph G of the Appendix shall apply, under the same terms and conditions as those applicable to the original Plant, to parts supplied in replacement of defective parts renewed in pursuance of this clause. This provision shall not apply to the remaining parts of the Plant , the Guarantee Period of which shall be extended only by a period equal to the period during which the Plant is out of actions as a result of a defect covered by this Clause. 9.8. In order to be able to avail himself of his rights under this clause the Purchaser shall notify the Vendor in writing without delay of and defects that have appeared and shall give him every opportunity of inspecting and remedying them. 9.9. On receipt of such notification the Vendor shall remedy the defect forthwith and, save as mentioned in paragraph 10 hereof, at his own expense. Save where the nature of the defect is such that it is appropriate to effect repairs on site, the purchaser shall return to the Vendor any part in which a defect covered by this Clause has appeared, for repair or replacement by the Vendor, and in such case the delivery to the Purchaser of such part properly repaired or a part in replacement thereof shall be deemed to be a fulfilment by the Vendor of his obligations under this paragraph in respect of such defective part. 9.10.   Unless otherwise agreed, the Purchaser shall bear the cost and risk of transport of defective parts and of repaired parts or parts supplied in replacement of sub-defective parts between the place where the Plant is situated and one of the following points;                                       i.        the Vendor’s works if the Contract is “ex-works” of F.O.R.                                      ii.        the port from which the Vendor dispatched the Plant if the Contract is F.O.B. F.A.S., C.I.F., or C.& F.                                     iii.        in all other cases the frontier of the country from which the Vendor dispatched the Plant. 9.11.   Where in pursuance of paragraph 9 hereof, repairs are required to be effected on site, the conditions covering the attendance of the Vendor’s representatives on site shall be such as may be specially agreed between the parties. 9.12.   Defective parts replaced in accordance with this Clause shall be placed at the disposal of the Vendor. 9.13.   If the Vendor refuses to fulfil his obligations under this Clause or fails to proceed with due diligence after being required so to do, the Purchaser may proceed to do the necessary work at the Vendor’s risk and expense, provided that he does so in reasonable manner. 9.14.   The Vendor’s liability does not apply to defects arising out of materials provided, or out of a design stipulated, by the Purchaser. 9.15.   The Vendor’s liability shall apply only to defects that appear under the conditions of operation provided for by the Contract and under proper use. It does not cover defects due to causes arising after the risk in the Plant has passed in accordance with Calsue6. In particular it does not cover defects arising from the Purchaser’s faulty maintenance or erection or from alterations carried out without the Vendor’s consent in writing, or from repairs carried out improperly by the Purchaser, nor does it cover normal deterioration. 9.16.   Save as in this Clause expressed, the Vendor shall be under no liability in respect of defects after the risk in the Plant has passed in accordance with Clause 6, even if such defects are due to causes existing before the risk so passed. It is expressly agreed that the Purchaser shall have no claim in respect, of personal injury or of damages to property not the subject-matter of the Contract or of loss or profit unless it is shown from the circumstances of the case that the Vendor has been guilty of gross misconduct. 9.17.   “Gross Misconduct” does not comprise any and every lack or proper care of skill, but means and act or omission on the part of the Vendor implying either a failure to pay due regard to serous consequences which a conscientious Contractor would normally foresee as likely to ensure, or a deliberate disregard of any consequences of such act or omission. 10.    Reliefs 10.1.   The following shall be considered as cases of relief if they intervene after the formation of the Contract and impede its performance :Industrial disputes and any other circumstances (e.g. fire, mobilization, requisition, embargo, currency restrictions, insurrection, shortage of materials and restrictions, insurrection, shortage of transport, general shortage of materials and restrictions in the use of power) when such other circumstances are beyond the control of the parties. 10.2.   The party wishing to claim relief by reason of any of the said circumstances shall notify the other party in writing without delay on the intervention and on the cessation thereof. 10.3.   The effects of the said circumstances, so far as they affect the timely performance of their obligations by the parties, are defined in Clauses 7 and 8. Save as provided in Paragraph 7.5,7.7 and 8.7., if by reason of any of the said circumstances, the performance of the Contract within a reasonable time becomes impossible, either party shall be entitled to terminate the contract. 10.4.   If the Contract is terminated in accordance with paragraph 3 hereof, the division of the expenses incurred in respect of the Contract shall be determined by agreement between the parties. 10.5.   In default of agreement it shall be determined by the arbitrator which party has been prevented from performing his obligations and the party shall bear the whole of the said expenses. Where the Purchaser is required to bear the whole of the expenses and has before termination of the Contract paid to the Vendor more than the Vendor’s expenses, the Purchaser shall be entitled to recover the excess. If the arbitrator determines that both parties have been prevented from performing their obligations, he shall apportion the said expenses between the parties in such manner as to him seem fair and reasonable, having regard to all the circumstances of the case. 10.6.   For the purposes of this Clause “expenses” means actual out-of-pocket expenses reasonably incurred, after both parties shall have mitigated their losses as far as possible. Provided that as respects Plant delivered to the Purchase the Vendor’s expenses shall be deemed to be that part of the price payable under the Contract which is properly attributable thereto. 11.    Limitations of damages 11.1.   Whether either party is liable in damages to the other these shall not exceed the damage which the party in default could reasonably have foreseen at the time of the formation of the Contract. 11.2.   The party who sets up a breach of the Contract shall be under a duty to take all necessary measures to mitigate the loss which has occurred provided that he can do so without unreasonable inconvenience, or cost. Should he fail to do so, the party guilty of the breach may claim a reduction in the damages. 12.    Rights at termination 12.1.   Termination of the Contract , from whatever cause arising, shall be without prejudice to the rights of the parties accrued under the Contract up to the time of termination. 13.    Arbitration and Law applicable 13.1.   Any dispute arising out of the Contract shall be finally settle, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators designated in conformity with those Rules. 13.2.   Unless otherwise agreed, the Contract shall be governed by law of the Vendor’s country. 13.3.   If the parties expressly so agree, but not otherwise, the arbitrators shall, in giving their ruling, act as amiable compositors. APPENDIX (To be completed by parties to the Contract) Clause A.    Percentage to be deducted for each week’s delay 7.3…..per cent B.    Maximum percentage which the deductions above 7.3…. per cent C.    Maximum amount recoverable for non-delivery 7.5….(in the agreed currency) D.    Maximum amount recoverable on termination 7.7….(in the agreed by Vendor for failure to take delivery or make currency) E.    Rate of interest on overdue payments 8.7……per cent Per annum F.    Period of delay in payment authorising 8.7…..months termination by Vendor. G.    Guarantee period for original Plant and 9.7…….months Parts replaced or renewed 9.5……..months H.    Maximum extension of guarantee period 9.6…….hours/day 1.     Daily use of Plant 2.     Reduction of Guarantee period 9.6……………. for more intensive use.

AGREEMENT FOR PERMISSION OF TECHNICAL KNOW-HOW Download Word Document In English. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/-) THIS AGREEMENT entered into on the ……….day of …………….by and between a company registered in India under the Companies Act, 1956 having its registered office at …………………… (hereinafter referred to as the Licensee which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns………………………………….and a German corporation, with place of registry in……………… and having an office at…………………….(hereinafter referred to as the Licensor which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns. WHEREAS the Licensor is engaged in the manufacture of………………….. AND WHEREAS the Licensor is in possession of extensive know-how and technical information concerning the manufacture of such products and has at its disposal skilled technical personnel to assist in the transfer of such known-how and technical information to a third party ; AND WHEREAS the Licensee desires to acquire from the Licensor know-how, technical information and assistance to enable the Licensee to manufacture………………………………………………………..; AND WHEREAS the Licensor is willing to furnish to the Licensee such know-how and technical information and assistance for the manufacture of THEREFORE, the parties have agreed as follows : 1.     Article 1 : Definitions:- For the purpose of this agreement , the terms set forth in this Article 1, when employed in this agreement either in the singular or plural form, are defined to mean, unless the context otherwise requires, the following 1.1. The terms “Contract Products” means …………………………………………………………………………………………… 1.2. The terms ‘Technical Information’ means engineering and manufacturing information available with the Licensor relating to design, production methods, manufacture and testing of Contract Products as well as information relating to materials used in the manufacture thereof, insofar as such information has either been successfully incorporated in or forms part of the manufacturing or engineering technique of the Licensor and is applicable to the operations of the Licensee. With regard to materials used in the manufacture of Contract Products, ‘Technical Information’ means instruction on the required quantity, quality and characteristics and on their treatment in the manufacture of the Contract Products as well as sources of supply. 1.3. The term “Documentation” means and comprise the written Technical information and Improvements pertaining to Contract Products. 1.4. The term “Improvements” means future modification relating o designs, production methods, manufacture and testing of Contract Products insofar as such modifications have either been successfully incorporated in or form part of the manufacturing or engineering technique of the Licensor and are applicable to the operations of the Licensee. 1.5. The term ‘Documentation’ means and comprises the written Technical information and Improvements pertaining to Contract Products. The term ‘The Licensor’s Patent Rights’ means and includes all patents of the Licensor that are in force during the term of his agreement, and patent applications of the Licensor filed or having a priority date prior to the termination of this agreement to the extent they apply to Contract Products and/or cover information available to the Licensee under this agreement. 1.6. The term ‘Germany’ means the Federal Republic of Germany including the territory of West Berlin. 1.7. The term “Effective Date of the Agreement” means the date on which the agreement has been taken on record by the Government of India after being duly signed by the two parties. 1.8. The term ‘commencement of Regular Commercial On-Line Production’ means the date on which the Licensee has delivered the initial orders of Contract Products for a total……….of at least……………………………… production, to customers and said customers have accepted the delivered Contract Products. 2.     Article 2 : Technical Assistance to be rendered by the Licensor 2.1. The scope of technical assistance will cover the following : 2.2. The Licensor shall assist the Licensee in order to enable the Licensee to adapt its available plant, machinery and equipment to the requirements for manufacture of Contract products by the Licensee. The assistance will include information regarding additional machinery any equipment required for the manufacture of Contract Products. 2.3. The Licensor shall train in adequate number of personnel of the Licensee as set forth in Article 3 2.4. The Licensor shall transmit its Technical Information to the Licensee as set fourth in Articlem4. 2.5. The Licensor shall transmit its Technical Information to the Licensee as set fourth in Article 5. 2.6. The Licensor shall upon request of the Licensee render addition assistance to the Licensee under the provisions of Article 6. 3.     Article 3: Training of the Licensee’s Personnel 3.1. During the term of this agreement the Licensor shall receive the Licensee’s personnel for training in its Plant in Germany. Such personnel will be trained by the Licensor in the functions relating to the design manufacture and testing of Contract Products and materials used therein and maintenance of plant and equipment. The Training shall be for such periods and for such numbers as may form time to time be agreed upon by the parties, but altogether for not more than twelve working man-months. The Licensor shall endeavor to ensure that training of the Licensee’s personnel in the above fields will be adequate to impart complete competency in the respective fields to enable them to undertake eventual independent performance of these functions for the Licensee. The Licensee shall obtain the prior approval of the Government authorities concerned, wherever, applicable, for the delegation of their personnel to the Licensor. 3.2. The Licensee shall be responsible for and shall pay all such salaries, living allowances, travelling expenses and other remuneration and expenses to which its personnel delegated to the Licensor may-be entitled. 3.3. The Licensee’s personnel deputed to the Licensor shall have sufficient knowledge in their respective lines and actively participated in their respective functions. They shall also have sufficient working knowledge of the German language. 3.4. A man-month as used in this Article 3 is based upon and regular working time of five days per week with eight hours each, with no working on holiday in Germany. 3.5. The Licensee’s personnel shall during their training observe all the rules and regulations of the Licensor as applicable to the Licensor’s own employees. 3.6. The Licensor shall not charge any additional remuneration apart from the payment provided for in Article 8.1 for the training of the Licensee’s personnel in its factory. 4.     Article 4 : Delegation of the Licensor’s Personnel 4.1. Subject to the Licensee obtaining the prior approval of the Government authorities concerned, and upon mutual agreement of the parties, the Licensor shall delegate to the Licensee for periods to be agreed upon by the parties suitable specialists who are required in India in order to train personnel at the Licensee’s factory and to provide general technical assistance by active participation in establishing production, quality control and testing at the Licensee’s factory of Contract Products. 4.2. The delegation of the Licensor’s technical personnel to India shall be on the terms and conditions and for the periods to be mutually agreed upon. 5.     Article 5 : Termination of Technical Information 5.1. During the terms of this Agreement, the Licensor shall transmit to the Licensee the Technical Information and Improvements except Technical Information and Improvements that the Licensor is precluded from passing on to the Licensee in view of contractual obligations under other agreements of the Licensor. In spite of the above restrictions, the Licensor confirms that the Technical Information that will be transmitted by the Licensor under this Agreement is sufficient to permit the manufacture to complete Contract Products and will enable the Licensee to fulfill the objectives of this Agreement. 5.2. The time and extent of the transmission of Technical Information and Improvements will be mutually determined by the progress of the Licensee in the respective manufacturing stages. 5.3. The Documentation to be supplied to the Licensee by the Licensor hereunder shall be in the metric system and in English, if available, otherwise in German. 5.4. The Documentation shall be given in a form of suitable reproducible available with the Licensor such as transparencies, microfilms, etc. If it cannot be furnished in the form of such reproducible, then the Licensor shall furnish on duplicate copy without additional charge. 5.5. The Licensor shall deliver documentation to the Licensee in Germany by either dispatching by airfreight, destination the Licensee, or at the request of the Licensee it shall be made available by the Licensor to personnel of the Licensee delegated to the Licensor or to a representative of the Licensee in Germany. 6.     Article 6 : Additional Assistance – 6.1. Provided sufficient engineering capacity not required for other purposes is available at the Licensor and at the request of the Licensee, the Licensor is prepared. a.     to provide assistance to the Licensee with regard to problems of import substitution, production techniques, variation in designs, etc., to manufacture the Contract Products suitable for the specific requirements of the Indian and Foreign Market ; b.    to undertake engineering development with respect to Contract Products or to the design and layout of the Licensee’s factory and equipment (such as the preparation of engineering and manufacturing information specially prepared at the request of the Licensee) and provide additional Information, resulting therefrom ; c.     to supply or give assistance to the Licensee to obtain tools and other manufacturing equipment required for the manufacture of Contract Products as parts or components of Contract Products or materials therefor at reasonable prices ; d.    to give the Licensee advice and assistance for the adaptation of design, drawings and other manufacturing data furnished by the Licensor to Indian Standards. 6.2. For the services agreed to be rendered by the Licensor pursuant to Article 6.1, the Licensee shall obtain the prior approval of the Government authorities concerned and pay to the Licensor charges to be mutually agreed upon. Such charges shall be paid by the Licensee to the Licensor in the Federal Republic of Germany in Deutsche Marl of the Deutsche Bundes bank. The Licensor shall give an estimate of the charges and obtain the Licensee’s clearance to go ahead commencing work. 6.3. The technical information originating from the service rendered by the Licensor under Article 6.1 shall otherwise be deemed to be Technical Information as defined under Article 1.2. 7.     Article 7: Manufacturing Patent and Selling Rights- 7.1. The Licensor for the period of this Agreement grants to the Licensee under its Technical Information and Improvement furnished by the Licensor to the Licensee pursuant to this agreement as well as under relevant patents of the Licensor which the Licensor has filed or will file for said Technical Information, non-exclusive, non-transferable rights to manufacture Contract Products in India and to sell Contract Products in accordance with Article 7.2. 7.2. The Licensee shall make arrangements for the marketing of Contract Products in consultation with the Licensor. In the same way, the offer for export of Contract Products may be arrange to other countries all over the would , except where the Licensor has manufacturing or contractual relationship (e.g. licensing ) regarding Contract Products, from time to time. Currently, the Licensor has arrangement in the following countries :---------------------------------------------------------------------------------------------------------- 7.3. During the term of this arrangement, the Licensor undertakes not to enter into a similar collaboration agreement with a third party for the manufacture of Contract Product in India without the prior written consent of the Licensee, which consent shall not be withheld unreasonably. 7.4. The Licensee shall have the right to sub-licence the rights granted hereunder to any other party in with the prior written approval of the Licensor and the Government authorities, on terms and conditions to be mutually agreed upon by the parties hereto. 8.     Article 8: Consideration- 8.1. In consideration of the documentation prepared and transmitted in Germany and the technical assistance rendered in Germany comprising the training of the Licensee’s personnel by the Licensor in Germany as per Article 3, the Licensee shall pay to the Licensor a lump sum payment of DM____________subject to the applicable Indians taxes, in three equal installments as detailed below : a.     1/3 on the agreement having been taken on record by the Central Government. b.    1/3 at the time of transfer of technical documentation. c.    1/3 within one month after the commencement of commercial production, or 4 years after the agreement is taken on record, whichever is earlier. 8.2. In consideration of the grant of the Licensor’s Patent and other rights and use of Technical Information and Improvements as well as the technical assistance rendered in India, the Licensee shall pay to the Licensor a royalty of……..% (……………) of the ex-factory selling price of all Contract Products and parts thereof manufactured and sold or leased or used commercially by the Licensee during the validity of this Agreement as defined in Article 13.1. All payments of royalty shall be subject to the then applicable Indian taxes. According to Indian law, the liability to pay taxes lies with the Licensor. The Licensee shall be free to deduct such taxes at source on behalf of the Licensor from the royalty payable to the Licensor. In case any taxes are paid by the Licensee on behalf of the Licensor, the Licensee shall submit a tax receipt certificate to the Licensor. 8.3. Whenever Regular Commercial On-Line Production of a Contract Product commence, the Licensee shall immediately inform the Licensor in writing in this regard, i.e., of the date of delivery and acceptance of the respective orde4 as defined in Article 1.8. 8.4. With regard to this Agreement, Contract Product shall be considered as sold when invoiced by the Licensee to the purchaser or, if not invoiced, when delivered, dispatched or set apart for the own use of the Licensee, and term “ex-factory price” shall mean the net invoiced amount ( or the current invoiceable value when not invoiced) of the Licensee excluding all charges and expenses relating to packing, freight, insurance as well as taxes and duties, if any, levied on the Contract Products and less the cost of standard brought out components and the landed cost of imported components, but not materials, made by the Licensor (or any other company abroad ) and contained in such Contract Products. 8.5. Within two months after March 31st and September 30the of each year beginning with the Commencement of regular Commercial On Line Productions, the Licensee shall render to the Licensor a report showing the total ex-factory selling prices of each of the Contract Products manufactured and sold by the Licensee during the preceding half year, the amount invoiced for foreign supplies in components in accordance with Article 8.4 as well as the corresponding royalties due. 8.6. The royalties which are due shall, after conversion into Deutsche Mark of the Deutsche Bundesbank at the lawful selling rate (most favorable to the Licensor) , be remitted to the Licensor, arriving at their bank account in the Federal Republic of Germany within four months after the end of the respective half year defined in article 8.5. The Licensee shall send a copy of the respective documents (application for transfer of royalties) to the Licensor within two months along with the report of the royalties due. 8.7. The Licensee shall keep proper books and records giving full information regarding the turnover subject to royalties payable to the Licensor. The Licensor shall be entitled to have these records and relevant documents examined by independent chartered accountants. For the purpose of examination, the Licensee is obliged to grant such chartered accountants inspection of its books and record and access to its offices. 9.     Article 9: Improvements and Modification by the Licensee- During the term of this agreement, the Licensee shall communicate to the Licensor all improvements and modifications developed by the Licensee with respect to Contract Products. Under such information and under any respective patents of the Licensee, the Licensee hereby grants to the Licensor a non-exclusive, unlimited licence, including the right to sub-licensee a non-exclusive, unlimited licence, including the right to sub-licensee to third parties. In case the Licensor or its sub-licensee make use of patents of the Licensee, the Licensor shall pay to the Licensee a reasonable patent royalty for such patent use, the amount of which shall be determined by mutual agreement. 10.  Article 10 : Limitation of Liability- 10.1. The Licensor shall proceed with its usual care in preparing, selecting and transmitting Documentation, Technical information and/or Improvements to the Licensor. However, the Licensor shall not be responsible for any bon fide oversight, which may occur in spite of such care. The Licensor shall not be responsible for the Contract Products manufactured by the Licensee under Documentation, Technical Information, Patents of the Licensor and/ or Improvements of the Licensor or for the claims of third parties with respect to Contract Products. 10.2. Neither party to this Agreement shall be liable for any failure or delay on its part in performing any of its obligations under this Agreement or for any loss, damages, costs, charges or expenses incurred or suffered by the other party by reason of such failure or delay, if and so far as such failure or delay shall be the result of or arising out of force majeure. 11.  Article 11 : Standard of Quality : Designation of Contract Products_ 11.1. Subject to the Licensor providing the necessary Technical Information and Improvements, the Licensee shall take all reasonable measures to ensure that the Contract Products made under the Technical Information and Improvement of the Licensor conform to the quality laid down in such Technical Information. 11.2. The Contract Products made by the Licensee according to the designs of the Licensor and conforming to the quality laid down in the corresponding Technical Information and Improvements furnished to the Licensee shall-if requested or at the request of the Licensee agreed to by the Licensor-be marked with a designation indicating that they are made under licence of the Licensor. The layout of the designation and any other markings on the Contract Products as well as the use and layout of name of the Licensor shall be made with the prior written approval of the Licensor 11.3. The Licensee forthwith, whenever called upon by the licensor in that regard, cease using any reference to the name of the Licensor. 11.4. Upon termination of this Agreement, the Licensee shall forthwith cease using any name, marking or other term or designation indicating that the Contract Products are made according to the Licensor’s design, unless otherwise agreed to by and between the parties hereto in writing. 12.  Article 12 : Secrecy- The Licensee is obliged to use the Documentation, Technical information and Improvements furnished to it under this Agreement only in the manufacture of Contract Products and keep confidential the same until the same has become public knowledge. The obligation shall survive the termination of this Agreement for five years. 13.  Article : Validity 13.1. This agreement shall come into force on the Effective Date of the Agreement and it shall be valid for a period of five years therefrom, or where Regular Commercial On-Line Production of any of the Contract Products is commences after the Effective Date of this Agreement, for five years from the date of commencement of regular Commercial On-Line Production of the respective Contract Products, provided such production is not delayed beyond three years from the Effective Date of the Agreement (i.e. maximum period of period of eight years from the Effective Date of the Agreement and to the terms of any such extension shall be taken up one year prior to the expiry of this Agreement. Extension shall, however, be subjected to approval, if any, required of the respective Government authorities. 13.2. Either party hereto may, by notice in writing to the party terminate this Agreement if any order shall be made or effective resolution passed for the winding up of such other party or if a receiver shall be appointed of such other party’s undertaking and assets or, any part thereof. 13.3. Should there be at any time a change in the existing management and /or control of the Licensee whether through the alienation of shares, or through the increase of capital and the issue of new shares, otherwise howsoever, or should a different company form be chosen, then the Licensor shall forthwith be informed thereof by the Licensee by a registered letter. On receipt of such letter, the Licensor and the Licensee shall negotiate with each other with a view of to arriving at a mutually satisfactory arrangement with regard to the subject-matter of this Agreement, and upon such arrangement being arrived at, the parties shall give effect to it. In the event of no such mutually satisfactory arrangement being arrived at in six months’ time, the licensor shall be at liberty to terminate this Agreement by giving 90 days’ notice in writing to the Licensee in that behalf. 13.4. Furthermore, if the Licensor does not decide within the period indicated in section 13.3 to terminate the Agreement, the Licensor shall still be entitled later on to terminate the Agreement if, in the opinion of the Licensor, the actions of the Licensee as a result of the change referred to in article 13.3 above the prejudicial to the business interest of the Licensor. 13.5. The provisions of articles 13.3 and 13.4 also apply should the changes referred to therein occur repeatedly. 13.6. Should the Licensee make arrangements with a third party relating to manufacturing assistance in the same field without prior consent of the Licensor, the Licensor, the Licensor may at any time terminate this Agreement on giving 90 days’ notice if in the judgment of the Licensor there is a danger that the Technical Information/Improvements furnished or to be furnished by the Licensor under this Agreement may pass to such third party. 13.7. After the termination of the Agreement according to Article 13.1 hereof, the Licensee may continue to use the Technical Information/Improvements and Indian Patent Rights of the Licensor, and the Licensor may continue to use the Information and patent rights of the Licensee furnished to them under this Agreement free of charge. 13.8. After the termination of this Agreement according to any other Clause hereof, except for completion of work in progress under contract and orders already booked, the rights acquired by the Licensee under Technical Information, Improvements and Patent Rights shall expire with the termination. 13.9. Independent of the cause for termination, the Licensee shall remain obliged to pay all royalties accrued until such termination and accruing according to Article 13.8, if any 14.  Article 14: Arbitration- Any dispute or difference or claim arising out of or in relation to this Agreement including the construction, validity, performance or breach thereof which the parties thereto cannot settle by reaching a mutual understanding, shall be referred to the Indo-German Chamber of Commerce, Bombay for settlement under the Arbitration Rules then in force, and the Award of the Arbitration Court of the Chamber shall be final and binding on both the parties to this Agreement. 15.  Article15 : Miscellaneous – 15.1. Neither this Agreement nor any rights hereunder in whole or part shall be assignable or otherwise transferable by one party without prior written permission of the other party to this Agreement. 15.2. This Agreement constitutes the full and complete understanding between the parties with respect to Contract products. This Agreement cannot be modified except by a written instrument signed by the Licensee and the licensor. 15.3. The correspondence in all matters concerning the validity , life interpretation, modification or extension of this Agreement or of the rights and obligations of the parties or the accounting the payment shall be addressed, if to the Licensee, to __________________________________________________________and, if to the Licensor, to _______________________________________________ All other correspondence shall be sent to such address as the party to receive the same may direct. 16.  Article 16: Applicable Charges- Except otherwise expressly provided elsewhere in this Agreement, all governmental applicable charges relating to or arising out of this Agreement or of any rights, granted in the form of permits, stamp duties, registration fees, contributions or taxes of any governmental or local law of any degree shall be paid as follows : a.     by the Licensor when such charges are due under any federal, state or other local law of Germany ; and b.    by the Licensee when such charges are due under any governmental, state or other local of law of India. 17.  Article This Agreement shall be subject to Indian Laws, IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands and seals. Signed sealed and delivered by_____________ The Common seal of ___________________________________________ ___________________________________________________________ was hereunto affixed pursuant to a Resolution of its Board of Directors passed in that behalf in the presence of Mr…………..a Director and Mr………………Its secretary who have signed in the presence of………………………………….

Application for the withdrawal of the Complaint under Section 257, Cr.P.C. BEFORE THE HON'BLE COURT OF………………….. Criminal Application No. ………………… of …………. (Under Section 320 (2), Cr.P.C.) On behalf of  the Complaint………………… In Case No. ……………………. of 20……….. (Under Section ………….. I. P. C./Cr.P.C.) District……………….. Sri………………….. S/o……………….. R/o …………………… P.S. ………………. District ……………. …………..... …C omplaint Versus Sri……………………….. S/o …..…………….. R/o…………………… P.S. ………………. District ……………. ………....... … Accused To The Hon'ble Judge of the aforesaid Court. The humble complainant most humbly showeth as under: 1. That the complainant and the accused, being related to each other, have reached an amicable settlement of the case on the intervention of good friends and well wishers. 2. That in the aforesaid circumstances the complainant does not intend to prosecute the accused. 3. That the aforesaid case still awaits the final orders. PRAYER It is, therefore, most respectfully prayed that the Hon'ble Court may be pleased to permit the complainant to withdraw his complaint and may also be pleased to acquit the accused. Date:…………. Complainant Download Word Document In English. (Rs.15/-) Download PDF Document In Hindi. (Rs.15/-)