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SALE BY OFFICIAL LIQUIDATOR OF THE COMPANY 1.     THIS Sale Deed made on this____________ day of ___________200 by Mr. ________________Official Liquidator of XYZ CO. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at ___________. Hereinafter called the Company (in liquidation) (hereinafter called the Vendor) of the ONE PART; and Mr.________ son of ______, resident of ______________ (Hereinafter called the Purchaser) of the OTHER PART. WHEREAS the XYZ CO. LTD. was ordered to be compulsorily liquidated and wound up by an order dated ___________passed by Hon'ble Judge of the Bombay High Court, and the said Vendor was appointed as its Official Liquidator. AND WHEREAS the Vendor for the purpose of and in the course of the liquidation of the said Company submitted a report dated..................... to the Hon'ble Liquidation Judge and the Hon'ble liquidation Judge vide order dated ................. authorised the Vendor to sell the company's properties more particularly described in the Schedule hereto by auction through M/s ....................................... Auctioneers and the Auctioneers in the auction held on ................. accepted the highest bid of the Purchaser subject to the approval and sanction of the Hon'ble Liquidation Court and received a sum of Rs....................... as deposit. AND WHEREAS the sale of the company properties mentioned in the Schedule hereto in favour of the Purchaser was sanctioned by an order dated ........................ passed by the Hon'ble liquidation Judge and the Vendor has been authorised to execute sale deed of the Company's properties mentioned in the schedule hereto in favour of the Purchaser by the said order dated ......................... NOW THIS DEED OF SALE WITNESSETH that in pursuance of the orders dated......................... and dated Judgment and decree passed by the Hon'ble Liquidation Judge Bombay High Court for the sale of the properties mentioned in the Schedule hereto and sanction of the sale of the said properties in favour of the Purchaser respectively and in consideration of the sum of Rs.............. by demand draft no...................dated...................... issued by the...........Bank, Branch.............. (the receipt whereof the Vendor hereby acknowledges) the Vendor hereby grants, conveys, transfers and sells all that properties mentioned more particularly mentioned in Schedule hereto, heretofore belonging to and forming part of the said Company UNTO THE SAID PURCHASER, his heirs, legal representatives, executors, administrators and assigns to have and to hold the same unto the Purchaser as full and absolute owner thereof. 2.     The Vendor hereby covenants with the Purchaser as follows.- That the Vendor and the Company has good title to convey, sell, transfer the said properties to the Purchaser and the Purchaser shall peacefully and quietly possess and enjoy the said properties hereby conveyed, transferred, granted and sold to him without any disturbance, hindrance, obstruction by the Vendor or the Company or any person or persons claiming under or through them. That the properties hereby conveyed, transferred and sold have not been encumbered or charged by the Company as is evident from the books of the Company or that the said properties have not in any way encumbered or charged after the date of winding up. That the Vendor has paid all the taxes, assessments, dues, duties and outgoings in respect of the properties mentioned in the Schedule hereto payable to the State of Maharashtra / Brihan Mumbai Municipal Corporation of or any other local body or authority. That the Vendor will not be personally liable in any way for any defect in the title of the Company in respect of the properties hereby conveyed, transferred or sold. The Vendor has delivered the possession of the properties mentioned in the Schedule hereto and title deeds in respect thereof to the Purchaser on the date of presentation of this deed for registration before the Sub-Registrar. IN WITNESS WHEREOF, the parties have executed this deed on the day and year first abovementioned. The Schedule above referred Signed by Vendor ................................ Signed by Purchaser ............................... WITNESSES; 1. 2. Download Word Document In English. (Rs.40/-) Download PDF Document In Marathi. (Rs.40/-)

Download Word Document In English. (Rs.60/-) IN THE HIGH COURT OF JUDICATURE OF ………………… AT ………………… C.M.P. No……….. of …….. 20…….. in  C.R.P. No………… of 20…….. Between : …………………….. ……………………                           … …Petitioner/Petitioners and …………………….. …………………….                     …. Respondent/Respondent Affidavit file by the 1st petitioner herein   I, ……………..,  S/o. …………………….,. aged about ……………. years,  R/o. ………….., ………………  Colony, ……………..  Town, ………………. District, and now having temporarily come down to …………………..  do hereby solemnly and sincerely affirm an state on oath as follows : That I am the …………………………… Petitioner herein and the…. ………………………….… petitioner is my son and so such I am well acquainted with the facts of the case. I am swearing this affidavit on my behalf and on behalf of the …………………………..…………..,,,, petitioner also who has authorized me to file the same. 3. I crave the leave of this Hon’ble Court to read the contents of the Memorandum of Grounds of Revision Petition part and parcel of this affidavit for better appreciation of the facts and circumstances of the case. 4. I submit that the respondent filed I.A. No. ……………………………………  of ………… ………………  in O.S.No . ………………………………………….  of ………………………… on the file of the Court of the Senior Civil Judge, ………………………………………………………….. for appointment of  the Commissioner for examining the handwriting expert at ……………..…………… and the Superintendent of Passport Office at …………………………………. under Order 26 Rule 1 C.P.C. and the Court below has been observed that the provision has no application, erroneously allowed the said application. 5. I further submit that the respondent in O.S.No . …………………………………….  was examined as DW-1 on ……………. and ………………………………….. The falsity of her case had been fully covered by and exposed to the last syllable. On seeing such evidence and  developments in the matter, she has filed  this application for appointment of commissioner to examine two different witnesses, at two different places namely at …………………………………………………  and ……………………………………………..…… We submit that subsequent to her examination, the respondent managed with those witnesses and she is purposefully screening them to appear before the Court below for the purpose of giving evidence. The reasons assigned by her for examination of those witness on commission are the most unsatisfactory and do not inspire the confidence of this Hon’ble Court. Therefore, the respondent has no right to get them examined on Commission, by causing unsurmountable and serve inconvenience and hardship to us and our counsel. Further there are no such emergent circumstances existing in the matter for our examination, on Commission. Needless to submit that this device is resorted to by her very cleverly to prevent us from going to either………………………. or ………………..……………… which are the far off places from the local limits. It is pertinent to submit here that I have been suffering from high B.P.  and sugar complaint. I have been kept on strict diet. Further I have been suffering from Diabetic ulcer on the right foot and also advised not to undertake any journey. 6. We further submit that ………………………………….. is at a distance of ………….. K.Ms . from my village and ……………………………. is at a distance of …………. K.M.s. The presence of PW-1 is very much essential and necessary at the time of the examination of the above witnesses, in view of the seriousness of the allegations made and the density of the matter. If the request of the respondent is going to be accepted, we may not be in a position to go to the above places for examination of the witnesses, on Commission. It would further cause trouble not only to us but to the advocates on record also. We may have to incur heavy expenditure for visiting ……………………………………………… and …………………………………………….., where the witnesses are stationed. It is with this motive in mind, this applications filed by the respondent, to avoid inconvience and hardship, the respondent can as well secure our presence for examination of the above witnesses at ………………………………..…………. itself so that the Court below will also be in a position to observe the demeanour. In the cross examination portion of DW-1, the suspicious circumstances under which the suit agreement (Ex.A-1) was taken out, were also pointed out. By appointing any commissioner to examine the handwriting expert at ……………., the Court below will be losing the custody of the original suit document. The same thing had happened when the respondent obtained the report, without or knowledge in connection with Cr. No. ……………………………………………  of ……………………………………………………………………………….. Town P.S. Hence we have no hesitation to submit that in order to take the suit agreement out of the custody of the Court below, the respondent has come up with this application, at this point of time. Further in view of the serious objections filed to the report of the handwriting expert in O.S. No……………………………….,  the examination of such witness at …………………………………………….  alone is desirable. The objections of us may kindly be perused in this regard. Moreover the respondent is the resident of the …………………………….……  city and the 2nd witness is also at ………………………………..……………  Under the above said circumstances we have got our own doubt about the safety of our lives. Even though Ex.B-16 passport of DW-1 has been summoned from the Court of the Judicial First Class Magistrate, ……………………………………… to the Court below, the respondent has made very baseless and wild allegations for the missing of page Nos. 5, 6, 15 and 16 attributing collusion between us and the Court staff of O.M.F.C. ………………………………………………………….  Such has been the conduct of the respondent and the seriousness of the allegations made, in connection with I.A.No . ………………………………….……… of ………………………………………………………………..., filed under Order 13 Rule 2 C.P.C. If  the witnesses are examined at …………….  and …………………………………………………………………..….., as prayed by the respondent, we may not have the services of our advocate at those places for various reasons. 7. We also submit that we have strong prima facie case and the balance of convenience is also in our favour and in the said circumstances if the interim stay of all further proceedings in O.S.No . …………………………………………….. on the file of the Court of the Senior Civil Judge, ………………………………, we will be put to irreparable loss, heavy injury, great loss, and grave suffering. Under these circumstances, it is just and necessary in the interests of Justice, that this Hon’ble Court may be pleased to grant interim stay of all further proceedings in O.S.No . …………………………………………………………………………………………………………….. of ……………………………………………………………………………….… on the file of the Court of the Senior Civil Judge, ………………………………, pending the disposal of the above Civil Revision Petition, and pass such other and further order or orders as this Hon’ble Court may deem fit and proper in the circumstances of the case. Deponent Before me Advocate, Hyderabad Solemnly and sincerely affirmed at ………….. on this the ………….. of ……. …… and            signed his name in my presence       MEMORANDUM OF CIVIL MISCELLANEOUS PETITION (Under Section 151 of C.P.C) IN THE HIGH COURT OF JUDICATURE OF ………….  AT ………. C.M.P. No……….. of …….. 20……….. in  C.R.P. No………… of 20…….. Between : …………………….. ……………………                             … …Petitioner/Petitioners   and …………………….. …………………….                             …. Respondent/Respondent For the reasons in the circumstances stated in the accompanying affidavit, the petitioner herein pray in the interests of Justice, that this Hon’ble Court may be pleased to grant interim stay of all further proceedings in O.S.No . ………………………………………………………..…… of …………………………………………………………... on the file of the Senior Civil Judge, ………………………………………….….., pending the disposal of the above Civil Revision Petition, and pass such other and further order or orders as this Hon’ble Court may deem fit and proper in the circumstances of the case. Place : Dated :                                Advocate for Petitioner

Agreement between a Firm and a Broker for Agency This Agreement made on the…………………..day of……………..BETWEEN AB, etc., a firm carrying on the business of building contractors at…………….(hereinafter called the firm) of the one part and CD, etc. (hereinafter called the broker ) of the other part. Whereas the firm wants to sell the property described in the Schedule hereto and for the said purpose the services of the broker are required. And Whereas the said broker has shown his willingness to accept the agency for the sale of the said property described in the Schedule hereto. And Whereas the firm has accepted to pay to the broker the present rat of commission of 1 per cent. Of the sale price. Now Therefore This Agreement Witnesses as follows : 1.     The firm hereby gives the broker for a period of three months thereof the right to sell the property described in the Schedule hereto at the price and on the terms and conditions hereinafter contained in this agreement. 2.     The broker is hereby authorised to sell the property on he price of Rs. 1,00,000 and out of this consideration the purchaser shall pay Rs.20,000in advance as earnest money and the balance of Rs.80,000 shall be paid within a month hereof before the Registrar at the time of registration of the sale-deed. 3.      The broker shall be authorised to sell the property at the price of Rs.1,00,000 and on other terms and conditions that may be acceptable to the firm. 4.     The firm hereby represents and warrants that the details of the property as described in the Schedule hereto are true and correct and the said property is free from all encumbrances. 5.     The firm hereby undertakes to deliver to the purchaser, within a reasonable time, as abstract of title showing that the firm is the owner of the property and the said property is free from all encumbrances. 6.     The firm hereby agrees that the sale-deed to be executed by the firm shall be a full covenant warranty deed free from all encumbrances. In Witness Whereof, Etc. Schedule of Property Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

Download Word Document In English. (Rs.50/-) Download PDF Document In Marathi. (Rs.50/-) AGREEMENT FOR PROMOTING A COMPANY AGREEMENT BETWEEN ______________________________ AND ______________________________ TO PROMOTE A COMPANY TO BE KNOWN AS ____________ THIS AGREEMENT made at _______ the ____ day of _____________, 2000 BETWEEN __________________________ LTD., a Company incorporated under the Companies Act, 1956 having its registered office at ______________ (Hereinafter referred to as "A" which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the ONE PART AND MR. B, Resident of India residing at __________________________ (Hereinafter referred to as "B" which expression shall unless repugnant to the context or meaning thereof include his/her heirs and legal representatives) of the OTHER PART; WHEREAS:- A.    The parties hereto have agreed to jointly promote and incorporate a company in India to carry on the business of ___________________; B.    The parties hereto have agreed to subscribe to the shares of such company subject to the condition that they shall enter into an Agreement in terms of these presents; NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:- 1.       a.     The parties shall jointly promote forms and incorporate a private company limited by shares under the Companies Act, 1956 or any statutory modification or re-enactment thereof for the time being in force under the name ________________ (Hereinafter called "the Company"). b.    The registered office of the Company shall be situated in Mumbai at ____________________ or at such other place as may be mutually agreed upon between the parties in writing. c.     The Company shall, upon its incorporation, carry on the business of ___________________. The parties hereto shall ensure that no other business activity is undertaken by the Company at any time without the prior written consent of both parties hereto. 2.     The Memorandum and Articles of Association of the Company shall be in a form mutually agreed upon in writing between the parties hereto. The Memorandum and Articles of Association shall include such of the provisions contained herein as can be lawfully included therein. Any alteration of the Memorandum or Articles of Association of the Company shall be made only with the prior written consent of the parties hereto. 3.       a.     The authorised share capital of the Company upon incorporation, shall be Rs._______/- (Rupees __________________only) consisting of _______ equity shares of each. The paid-up share capital of the Company upon incorporation shall be Rs._________/- (Rupees ____________________only) consisting of ____ equity shares of _______ each fully paid. The initial subscription by the parties hereto to the aforesaid paid-up share capital of the Company shall be Rs.________/- (Rupees _______________ only) each. The issue of any further capital by the Company shall be made at each time and in such manner as is mutually agreed upon between the parties from time to time.   4.       a.     "A" shall subscribe for in cash at ________ and hold _________ of the total issued, subscribed and paid-up equity capital of the Company for the time being and from time to time. b.    "B" shall subscribe for in cash at par and hold________-of the total issued, subscribed and paid-up equity capital of the Company for the time being and from time to time. 5.     Unless the parties hereto shall have otherwise accorded their prior consent in writing in that behalf, any further issue of capital by the Company shall be made in such manner as to ensure that the participation by each of the parties hereto in the total issued and paid-up equity share capital of the Company for the time being shall, subject to clause 10 and 11 hereof, at all times be and remain in the same proportion as that provided in clause 4 above. 6.       a.     The Board of Directors of the Company shall consist of not less than four not more than eight directors. b.    The day to day management of the Company shall be looked after by the Managing Director. Any major acquisition of property, substantial expansion of business activities or diversification or matters of policy shall be with the prior consent of _______________. c.     So long as "A" and "B" each hold not less than 25% of the paid-up equity capital of the Company for the time being, they shall at all times have equal representation on the Board of Directors of the Company. "A" and "B" shall be entitled at any time to remove any of their representatives on the Board by written notice and to appoint another or others in their place. d.    So long as "A" holds not less than 26% of the paid-up equity shares capital of the Company for the time being it shall be entitled to nominate the Chairman of the Board. The Chairman of the Board shall also be the Chairman of all general meetings of the Company. The Chairman shall not have a casting vote, in the case of and equality of votes, both at Board Meetings and general meetings. e.     "B" shall be the first Managing Director of the Company and shall be so appointed by the Board of Directors of the Company as such for an initial period of ten years renewable for a further period of ten years. The Company shall enter into an agreement with "B" setting out of the terms and conditions of his/her appointments as Managing Director, including his/her remuneration and perquisites, within two months from the date of its incorporation. The Agreement shall be in a form mutually agreed upon between the parties in writing. No alteration or modification of each Agreement with the Managing Director shall be made without the prior written consent of "A". f.     Notwithstanding anything to the contrary hereinabove contained, B''s appointment as Managing Director shall cease and be terminated upon his/her shareholding in the Company being reduced for any reason whatsoever below 26% of the paid-up equity share capital of the Company for the time being. g.    None of the Directors of the Company shall be required to hold any qualification shares. 7.     Both parties hereto jointly and severally shall vote and act as members of the Company and with respect to the shares of the Company held by them so as to ensure that Directors of the Company held by them so as to ensure that Directors of the Company are at all times appointed and maintained in office in conformity with the provisions of clause 6 hereof. If at any time the provisions of clause 6 are not fully complied with the parties hereto jointly and severally agree to promptly take all necessary steps to ensure that the provisions of clause 6 hereof are fully implemented in letter and spirit. 8.       a.     No resolution shall be passed or be deemed to be passed at any meeting of the Board of Directors of the Company or by circulation unless it has received the affirmative vote of "A" and "B" or in their absence at least one of the representatives on the Board of "A" and "B" respectively. b.    Any act, matter or thing or any resolution which, under the Articles of Association of the Company or the Companies Act, 1956, is permitted or required to be done or passed by the Company in general meeting shall invariably be done by or passed as a special resolution of the shareholders of the Company in general meeting unless the said Act expressly requires such act, matter or thing to be done by a resolution to be passed as an ordinary resolution of the shareholders in general meeting. c.     It is expressly agreed and declared that no dividend, interim or final, shall be declared or recommended by the Company for a period of not less than three years from the date or its incorporation and during such period the profits of the Company after tax, if any, shall be transferred to "Reserves and Surplus". 9.       a.     The Auditors of the Company shall be such firm of Chartered Accountants as shall be approved in writing by both the parties hereto. b.    The Legal Advisors of the Company shall be:- c.     Neither the Auditors of the Company nor the Legal Advisors of the Company shall be changed without the prior written consent of both the parties hereto. 10.  Neither party hereto shall sell or transfer his shares in the Company or any of them for a period of at least 5 years from the date of incorporation of the Company. Thereafter any sale or transfer of shares in the Company by either party shall be as provided in clause 11. Further neither party hereto shall, create any charge, lien pledge or other encumbrances on or in respect of his share in the Company or any of them without the prior written consent of the other. If at any time during the continuance of this Agreement either party hereto desires to sell or transfer all or any of the shares held by him in the Company he shall do so strictly in accordance with the provisions hereinafter provided. 11.    a.     If either party desires at any time after 5 years from the date of incorporation of the Company to sell the whole or part of his/her shares in the Company/he/she/it shall first offer such shares in writing to the other. If the other does not accept in writing the offer within 15 days of receipt of the offer by his/her, the Offer or shall then be at liberty within 90 days thereafter to sell the shares so offered to any other persons of his/her/its choice at the same price and on the same terms and conditions as contained in the written offer in the first instance falling which the procedure contained in this sub-clause shall be repeated by the Offer or. b.    The provisions of sub-clause (a) of this clause shall not apply to a transfer of shares in the Company by "A" to a Company which holds more than 51% of the shareholding of A nor to a Company in which at least 51% of the shares are held by A, nor to a transfer of shares by "B" to his relatives up to 24% of the paid-up capital of the Company for the time being. The expression "relatives" for the purpose of this sub-clause shall have the same meaning as that assigned in the Companies Act, 1956. 12.  The parties hereto agree and undertake not to disclose or divulge directly or indirectly to a third party any trade or business secrets or other secret or confidential information pertaining to the business, affairs or transactions of each other or of the Company or of clients or customers that may have been disclosed, imparted to or acquired by either or them from the other or from the Company. 13.  The parties hereto jointly and severally undertake:- a.     that they shall ensure that they, their representatives, proxies and agents representing them at general meetings of the shareholders of the Company shall at all times exercise their votes in such manner so as to comply with, and to fully and effectually implement, the provisions of this Agreement. b.    That if any resolution is proposed contrary to the terms of this Agreement the parties, their representatives, proxies and agents representing them shall vote against it. If for any reason such a resolution is passed, the parties will, if necessary, join together and convene an extraordinary general meeting of the Company in pursuance of section 169 of the Companies Act, 1956 for implementing the terms of this Agreement. 14.  The parties hereto shall jointly and severally procure and/or ensure that the Director or Directors of its choice on the Board of the Company shall at all times fully and effectually implement and comply with (including by exercise of voting rights at meetings of the Board or resolutions by circulation and on resolutions passed at a meeting of any Companies of the Directors) the provisions of this Agreement. 15.  If either party shall commit a breach of any of the terms or provisions of this Agreement and shall fail to rectify such breach within 60 days from the receipt of written notice from the party complaining of the breach then the latter shall be entitled, without prejudice to its other rights and remedies under this Agreement or at law, to terminate the Agreement recorded herein by written notice. 16.  Notwithstanding anything to the contrary herein contained this Agreement shall stand terminated forthwith upon A and/or B''s shareholding in the Company being reduced for any reason whatsoever below 26% of the issued, subscribed and paid-up share capital of the Company for the time being. 17.  No modification or alteration of this Agreement or any of its terms or provisions shall be valid or binding on the parties hereto unless made in writing duly signed by both the parties and by or on your behalf. 18.  This Agreement is personal to the parties hereto and shall not be transferred or assigned in whole or in part by either party without the prior written consent of the other. 19.  If any dispute or difference shall at any time arise between the parties to this Agreement as to any term, provision or matter contained herein or as to their respective rights, claims, duties or liabilities hereunder or otherwise howsoever in relation to or arising out of or concerning this Agreement, such dispute or difference shall be referred to the arbitration of two arbitrators, one to be appointed by each party and in the event of the arbitrators differing, to an umpire to be appointed by the said two arbitrators before entering upon the reference, the venue of such arbitration shall be in Bombay unless the parties otherwise agree in writing. Such arbitration shall be held under and in accordance with the provisions of the Arbitration and Conciliation Act, 1996. 20.  This Agreement represents the entire agreement between the parties hereto on the subject matter hereof and cancels and supersedes all prior agreements, arrangements or understandings, if any, whatever oral or in writing. IN WITNESS WHEREOF the parties hereto have executed these presents the day and year first hereinabove written. SIGNED AND DELIVERED by the within named In the presence of ___________________ SIGNED AND DELIVERED by the within-named In the presence of _______________________

DEED OF CONVEYANCE BY THE OFFICIAL LIQUIDATOR OF A LIMITED COMPANY Deed of conveyance made on this........ day of......... between M/s AB & Co Ltd in liquidation by its liquidator Mr........ being the official liquidator for the State of Maharashtra having his office at........ hereinafter referred to as the Vendor of the First Part and Mr.'' X'' residing at....... hereinafter referred to as the Confirming Party of the Second Part and M/s XZ & Co Ltd a company registered under the Companies Act 1956 and having registered office at............ hereinafter referred to as the purchaser of the Third Part as follows WHEREAS 1.     The said AB & Co. Ltd is public company limited by share registered under the Companies Act 1956. 2.     One Mr........... filed a petition No.......in the High Court at u/ S 439 of the Companies Act 1956 for an order for the winding up of the company m, the same being unable to pay its debts. 3.     By an order dated.........passed in the said petition after going through the legal procedure the High Court ordered the said AB and Co. Ltd to be wound up under the directions of the court and appointed Mr....... the official liquidator s the liquidator of the said company with all powers as the Companies Act provides. 4.     In the court of such winding up the official Liquidator on a report submitted to the High Court applied to the High Court for permission to sell there immoveable property of the company situated at.......... and more particularly described in the schedule hereunder annexed. 5.     By an order dated........ passed at the Official Liquidator's report the High Court authorized the official Liquidator as liquidator of the said company to sell the said property by public auction or by inviting private tenders. 6.     Pursuant to the last mentioned order the official Liquidator as such liquidator put up the said property for auction through M/s XY auctioneers after properly advertising the sale on the...........day of........... 7.     At such sale the confirming party was declared the highest bidder at the price of Rs...........and the confirming party paid amount of earnest money of Rs........being 25% of the highest bid and signed the agreement for purchase subject to the sanction of the court. 8.     The confirming party has represented to the official liquidator that he had given the said bid for and on behalf of the purchaser and the earnest money was also paid by the purchaser through the confirming party and the purchase also confirm the same. The confirming party theerfor requested the Official Liquidator to execute the deed of conveyance in favour of the purchaser direct. 9.     The official liquidator thereafter submitted his report on the sale of the property onto the High Court and the High Court by its order dated.........approved and sanctioned the sale of the said property to the confirming party or his nominee at the price of Rs.......and on the terms and condition of the sale by auction. 10.  The purchase has paid to the official Liquidator the balance purchase price of Rs....... on the..........day of........ and has requested the official liquidator as liquidator of the company to execute these presents, which the official liquidator has agreed to do, and on this deed being also executed by the confirming party such. NOW THIS DEEED WITNESSETH That pursuant to the premises and in consideration of the said sum f Rs........paid by the purchase to the vendor as hereinbefore e stated (receipt whereof the vendor doth admit) the said AB & Co Ltd (in liquidation) by its duly appointed liquidator being the said official liquidator i.e. the vendor doth hereby grant and convey to the purchaser and the confirming party doth confirm all that piece of land or ground with a building thereon situate at..........and more particularly described in the schedule hereunder written together with all things permanently attached thereto and standing thereon and all the privileges, easements, profits, advantages, rights, and appurtenances whatsoever to the said party belonging and all the estate, right, title interest, claim and demand whatsoever in law or otherwise of the vendor into or upon the said property and other premises herby conveyed and every part thereof.. To Have and To Hold the same unto and to the use for the purchaser absolutely and forever but subject to the payment of all taxes assessments dues and duties now chargeable or payable and hereafter to become chargeable or payable in respect of the said property herby conveyed to the government or local authority or any other public body. And the official Liquidator as the liquidator of the said AB and Company limited both hereby covenant with the purchase that he the liquidator has not done or omitted to be done any act deed or thing whatsoever whereby or by means whereof he is prevented from granting and conveying the said property in the manner aforesaid. The Schedule Referred to Signed for and on behalf of M/s. AB & Co Ltd) (in liquidation) by its liquidator being the present Official liquidator attached to the High Court at.......) in the presence of) Signed by the with in named confirming party ''X'') In the presence of Download Word Document In English. 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Download Word Document In English. (Rs.35/-) Download PDF Document In Marathi. (Rs.35/-) Agreement of Amalgamation between Two Companies SCHEME OF AMALGAMATION BETWEEN XYZ LIMITED AND ITS MEMBERS AND A & B LIMITED AND ITS MEMBERS [For Amalgamation of XYZ Limited with A & B Limited under Section 391 read with Section 394 of the Companies Act, 1956] 1.      Definitions: In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the following meanings: 1.1   "the Act" means the Companies Act, 1956 or any statutory modification or re-enactment thereof for the time being in force. 1.2   "the Appointed Date" means the...... date of.... or such other date as may be fixed or approved by the High Court at..... 1.3   "the Effective Date" means the last of the dates on which the sanctions, approvals or orders specified in Clause 15 of this Scheme ate obtained. 1.4   "the Scheme" means this Scheme of Amalgamation in its present form or with any modification(s) approved or imposed or directed by the High Court at..... 1.5   "the Transferor Company" means XYZ Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at 1.6   "the Transferee Company" means A & B Limited, a company incorporated under the Companies Act, VII of 1956 and having its registered Office at 1.7   "Undertaking" means: a.     All the assets and properties of the Transferor Company as on the Appointed Date (hereinafter referred to as "the said assets"); b.    All the debts, liabilities, duties and obligations of the Transferor Company including contingent liabilities as on the Appointed Date (hereinafter referred to as "the said liabilities"); c.     Without prejudice to the generality of sub-clause (a) above, the Undertaking of the Transferor Company shall include all the Transferor Company's reserves and the authorised share capital, movable and immovable properties including investments, claims, powers, authorities, allotments, approvals, consents, registrations, contracts, engagements, arrangements, rights, credits, titles, interests, benefits, club memberships, advantages, leasehold rights, brands, tenancy rights, other intangibles, industrial and other licences, permits, authorisations, quota rights, trade marks, patents and other industrial and intellectual properties including, know-how, domain names, import quotas, telephones, telex, facsimile and other communication facilities and equipment, rights and benefits of all agreements and all other interests, rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals of whatsoever nature and where soever situate, belonging to or in the ownership, power or possession or control of the Transferor Company as on the Appointed Date and thereafter. 2.      Share Capital: 2.1   The authorised and the issued, subscribed and paid up share capital of the Transferor Company is as follows: The authorised share capital is Rs........ (Rupees.....) divided into...... equity shares of Rs.... each. The issued, subscribed and paid-up share capital is Rs....... (Rupees.......) divided into........ equity shares of Rs...... each. The Authorised Share Capital of the Transferee Company is Rs........ (Rupees.................) consisting of......... equity shares of Rs...... each aggregating to Rs...... and........ unclassified shares of Rs.....each aggregating to Rs............... The issued Capital of the Transferor Company is Rs........ and the subscribed and paid up capital is Rs......... 3.      Vesting of Undertaking: 3.1   With effect from the Appointed Date, the Undertaking shall, pursuant to the provisions contained in Section 394 and other applicable provisions of the Act, stand transferred to and vest in or be deemed to be transferred to and vested in the Transferee Company as a going concern without any further act, deed, matter or thing (save as provided in Clause 3.2 below) so as to become on the Appointed Date, the assets (subject to encumbrances and charges, if any, existing thereon) or liabilities of the Transferee Company. Provided always that the Scheme shall not operate to enlarge the scope of security for any loan, deposit or facility availed of by the Transferor Company and the Transferee Company shall not be obliged to create or provide any further or additional security therefor after the Effective Date or otherwise. 3.2   It is expressly provided that in respect of such of the said assets as arc movable in nature, including cash in hand, or otherwise capable of being transferred by manual delivery or by endorsement and delivery, the same shall be so transferred by the Transferor Company. In respect of movable assets, other than those specified in clause 3.1 above, including sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or value to be received, bank balances and deposits, if any. the following modus operandi shall be followed: The Transferor Company shall give notice in such form as they may deem fit and proper to each party, debtor or depositee as the case may be, that pursuant to the Orders of the High Court at..... sanctioning the Scheme, the said debts, loans, advances, etc. be paid or made good or held on account of Transferee Company as the person entitled thereto to the intent and purposes that the right of the Transferor Company to recover or realise the same stands extinguished. The Transferee Company may, if required, give notice in such form as it may deem fit and proper to each person, debtor or depositee that pursuant to the Orders of the High Court.... of sanctioning the Scheme, the said person, debtor or deposited should pay the debt, loan or advance or make good the same or hold the same to its account and that the right of the Transferee Company to recover or realise the same is in substitution of the right of the Transferor Company. 3.3   With effect from the Appointed Date all the debts, liabilities, contingent liabilities duties and obligations of the Transferor Company shall, pursuant to the Orders of the High Court of....... under Section 394 and other applicable provisions of the Act and without any further act or deed, be also transferred or deemed to be transferred to and vest in and be assumed by the Transferee Company, so as to become as from the Appointed Date the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company. 4.      Accounting Treatment: 4.1   On the Scheme becoming effective, the Transferee Company shall account for the merger in its books as specified hereunder:                        i.        all the assets and liabilities recorded in the books of the Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at their book values as appearing in the books of the Transferor Company;                       ii.        On and from the Appointed Date and subject to any corrections and adjustments as may, in the opinion of the Board of Directors of the Transferee Company, be required, the reserves and the balance in the Profit and Loss Account of the Transferor Company will be merged with those of the Transferee Company in the same form as they appear in the financial statements of the Transferor Company;                      iii.        The difference, if any, between the amount recorded as fresh share capital issued by the Transferee Company on amalgamation and the amount of share capital of the Transferor Company shall be reflected as General Reserves.                      iv.        In case of any difference in accounting policy between the Transferor Company and the Transferee Company, the impact of the same till the amalgamation will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy. 5.      Contracts, Deeds, Bonds and Other Instruments: Subject to the other provisions of the Scheme, all contracts, deeds, bonds, agreements including the contracts for tenancies and licence arrangements and other instruments of whatsoever nature to which the Transferor Company is a party subsisting or having effect immediately before or after the Effective Date shall remain in full force and effect against or in favour of the Transferee Company and shall be binding on and be enforceable against the Transferee Company or be enforceable by the transferee Company as fully and effectually as if it had at all material times been a party thereto. 6.      Date When the scheme comes into operation: The Scheme, though operative from the Appointed Date, shall be effective from the Effective Date. 7.      Conduct Of Business By The Transferor Company Until The Effective Date: With effect from the Appointed Date and upto and including the Effective Date, the Transferor Company shall:                 i.        carry on and be deemed to carry on all its business and activities and stand possessed of its properties and assets for and on account of and in trust for the Transferee Company and all the profits accruing to the Transferor Company or losses arising or incurred by them shall for all purposes be treated as the profits or losses of the Transferee Company, as the case may be;                ii.        carry on its business with reasonable diligence and shall not without the prior written consent of the Transferee Company alienate, charge or otherwise deal with or dispose of the Undertaking or any part thereof except in the ordinary course of its business;               iii.        not vary the terms and conditions of service of its permanent employees except in the ordinary course of its business;              iv.        not, without the prior written consent of the Transferee Company, undertake any new business or a substantial expansion of its existing business. 8.      Legal Proceedings: All suits, claims, actions and proceedings, by or against the Transferor Company pending and/ or arising on or before the Effective Date shall be continued and be enforced by or against the Transferee Company, as effectually as if the same had been pending and/ or arising against the Transferee Company. 9.      Issue and Allotment Of Shares By The Transferee Company: 9.1. Upon the Scheme becoming finally effective, in consideration of the transfer and vesting of the Undertaking in the Transferee Company in terms of the Scheme, the Transferee Company shall, without any further application, act or deed, issue and allot a( par....... equity shares of Rs......... each credited as fully Paid up in the capital of the Transferee Company to every equity shareholder of the Transferor Company whose name appears in the Register Members on a date ("Record Date ") to be fixed by the Board of Directors of the Transferee Company for every...... equity shares of Rs.... each held by the said shareholder in the Transferor Company, in the electronic form and by issue of share certificates for those share holders who hold the shares in physical form. The equity shares when issued and allotted by the Transferee Company in terms of the Scheme shall rank for diligence, voting rights and in all other respects pari passu with the existing equity shares of the Transferee Company. 9.2. No fractional Certificates/Coupons shall be issued by the Transferee Company in respect of the fractional entitlements, if any, to which the shareholders of the Transferor Company may be entitled on issue and allotment of the equity shares of the Transferee Company as aforesaid. The Board of Directors of the Transferee Company shall instead consolidate all such fractional entitlements to which the shareholders of the Transferor Company may be entitled on issue and allotment of the equity shares of the Transferee Company as aforesaid and thereupon issue and allot equity shares in lieu thereof to a Director or any Officer respectively of the Transferee Company with the express understanding that such Director or Officer to whom such equity shares are issued and allotted shall hold the same in trust for those entitled to the fractions and sell the same in the market at the best available price and pay to the Transferee Company, the net sale proceeds thereof whereupon the Transferee Company shall, subject to the approval of the Reserve Bank of India, wherever required, and subject to withholding tax, if any, distribute such net sale proceeds to the shareholders of the Transferor Company in proportion to their fractional entitlements. Holders of less than ... equity shares in the Transferor Company shall be entitled to receive proportionate number of shares in the Transferee Company, and for the remaining fractional entitlements, if any, they shall receive sale proceeds as mentioned above. 9.5. Upon this Scheme becoming finally effective and upon the new shares in the Transferee Company being issued and allotted by it to the shareholders of the Transferor Company whose names appear on the Register of Members of the Transferor Company on the Record Date fixed as aforesaid, the shares in the Transferor Company, both in electronic form and in the physical form, shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date. Wherever applicable, the Transferee Company shall instead of requiring the surrender of the share certificates of the Transferor Company, directly issue and dispatch the new share certificates of the Transferee Company in lieu thereof. 9.6. For the purpose aforesaid, the Transferee Company shall, if and to the extent required, apply for and obtain the consent of the Reserve Bank of India and other concerned authorities, to the issue and allotment of equity shares to the non-resident shareholders of the Transferor Company in the aforesaid manner. 9.7. The issue and allotment of equity shares in the Transferee Company by the Transferee Company to the shareholders of the Transferor Company as provided in this Scheme as an integral part thereof, shall be deemed to have been carried out as if the procedure laid down under Section 81(1A) and any other applicable provisions of the Act were duly complied with. 9.8. Upon issue and allotment of Equity Shares in the Transferee Company to the members of the Transferor Company as provided in the Scheme, the existing Equity Shares held by members of the Transferor Company shall stand automatically cancelled/extinguished. 10.    Dividends, Profits, Bonus/Rights Shares: 10.1 Dividends (interim or final) in respect of the period commencing from the Appointed Date may be declared or paid by the Transferor Company or Transferee Company after mutual consultation with each other. 10.2 Except as envisaged under this Scheme, the Transferor Company and the Transferee Company shall not issue or allot after the Appointed Date any rights shares, bonus shares or other shares out of their respective authorised or unissued share capital for the time being, without the consent of the other. 11.    Employees of The Transferor Company: 11.1 All employees of the Transferor Company, who are in service on the date immediately preceding the Effective Date shall become the employees of the Transferee Company on the Effective Date. 11.2 On the Scheme finally taking effect as hereinafter provided: a.     The employees of the Transferor Company shall become the employees of the Transferee Company, without any break or interruption in service and on terms and conditions not less favourable than those on which they are engaged by the Transferor Company as on the Effective Date. Services of all employees with the Transferor Company upto the Effective Date shall be taken into account for purposes of all retirement benefits for which they may be eligible. The Transferee Company further agrees that for the purpose of payment of any retrenchment compensation, such past services with the Transferor Company shall also be taken into account; b.    The services of such employees shall not be treated as having been broken or interrupted for the purpose of Provident Fund or Gratuity or Superannuation or other statutory purposes and for all purposes will be reckoned from the date of their respective appointments with the Transferor Company; c.     It is provided that as far as the Provident Fund, Gratuity Fund and Pension and/ or Superannuation Fund or any other special fund created or existing for the benefit of the staff, workmen and other employees of the Transferor Company are concerned, upon the Scheme becoming finally effective, the Transferee Company shall stand substituted for the Transferor Company in respect of the employees transferred with the Undertaking for all purposes whatsoever relating to the administration or operation of such Funds or Trusts or in relation to the obligation to make contribution to the said Pounds or Trusts in accordance with the provisions of such Funds or Trusts as provided in the respective Trust Deeds or other documents. The above shall include any trust created from the above mentioned funds for the staff and officers of the Transferor Company which shall be merged with such or similar funds of the Transferee Company. It is the aim and the intent of the Scheme that all the rights, duties, powers and obligations of the Transferor Company in relation to such Funds or Trusts shall become those of the Transferee Company. 12.    Applications to The High Court At......: 12.1 The Transferor Company shall make applications / petitions under Sections 391 and 394 and other applicable provisions of the said Act to the High Court of...... for sanction of this Scheme and for dissolution of the Transferor Company without winding-up under the provisions of law. 12.2 The Transferee Company shall make applications/ petitions under Sections 391 and 394 and other applicable provisions of the said Act to the High Court........ for sanction of this Scheme under the provisions of law. 13.    Modifications / Amendments To The Scheme: 13.1 The Transferor Company and the Transferee Company through their respective Boards of Directors in their full and absolute discretion, may assent to any modification or amendment to the Scheme which the High Court... the shareholders of the Transferor Company and/or Transferee Company and/or any other competent authority may deem fit to approve /impose and effect any other modification or amendment which the Boards in the best interests of the Transferor Company or Transferee Company may consider necessary or desirable and give such directions as they may consider necessary or desirable for settling any question, doubt or difficulty arising under the Scheme or in regard to its implementation or in any matter connected therewith (including any question, doubt or difficulty arising in connection with any deceased or insolvent shareholder of the Transferor Company or the Transferee Company) and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect. In the event that any modification or amendment to the Scheme is unacceptable to the Transferor Company and/ or the Transferee Company for any reason whatsoever, the Transferor Company and/or Transferee Company shall be at liberty to withdraw from the Scheme at any time. 13.2 For the purpose of giving effect to the Scheme or to carry out any modification or amendment thereto, the Boards of Directors of the Transferor Company and the Transferee Company or any Committee thereof is authorised to give such directions and/ or to take such steps as may be necessary or desirable including any directions for settling any question, doubt or difficulty whatsoever that may arise. 14.    Winding Up: On the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up. 15.    Scheme Conditional On Approvals/ Sanctions: The Scheme is conditional on and subject to: a.     the approval of and agreement to the Scheme by the requisite majorities in number and value of such classes of persons of the Transferee Company as may be directed by the High Court of....... and of the Transferor Company as may be directed by the High Court of....... on the applications made for directions under Section 391 of the Act for calling' meetings and necessary resolutions being passed under the Act for the purpose; b.    the sanction of the High Court of........ under Sections 391 and 394 of the said Act in favour of the Transferee Company and the sanction of the High Court of.........under the said provisions in favour of the Transferor Company and to the necessary Order or Orders under Section 394 of the said Act being obtained; c.     certified copies of the Orders of the High Court of...... sanctioning the Scheme being filed with the Registrar of Companies, at........ by the Transferee Company and the Transferor Company respectively. 16.    Effect Of Non Receipt Of Approvals/ Sanctions: In (he event of any of the said suctions and approvals referred to in the preceding Clause not being obtained and/ or the Scheme not being sanctioned by the High Court of...... and/ or the Order or Orders not being passed as aforesaid before the... day of..... or within such further period or periods as may be agreed upon between the Transferor Company and the Transferee Company by its Boards of Directors (and which the Boards of Directors of the Companies are hereby empowered and authorised to agree to and extend the Scheme from time to lime without any limitation), this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. Each party shall bear and pay its respective costs, charges and expenses for and or in connection with the Scheme. 17.    Costs and Expenses: All costs, charges and expenses of the Transferor Company and of the Transferee Company in relation connection with the Scheme shall be respectively borne by the Transferor Company and the Transferee Company.

Download Word Document In English. (Rs.30/-) Download PDF Document In Marathi. (Rs.30/-) Affidavit in a Civil Revision Petition under section 115 of CPC and for stay against order. Format of Affidavit to be filed with application for stay in a Civil Revision Petition under Section 115 of CPC. Affidavit also needs to be filed with Miscellaneous Application seeking stay in a Civil Revision Petition Section 115 of the Civil Procedure Code. Details of Section 115 of the Civil Procedure Code is given below. Sample Format of Affidavit to be filed with a Revision Petition seeking stay is given below:    BEFORE THE HON'BLE ___________ COURT AT _______ CIVIL MISCELLANEOUS PETITION NO.____ OF 20__ IN CIVIL REVISION PETITION NO____ OF ____ Mr. _______________________________                                 PETITIONER VERSUS MR. ________________________________                                 RESPONDENT AFFIDAVIT I, ____________________________, Wife of _____________, Daughter of ______ __________________________ , aged______ years, resident of _______________ , do hereby solemnly affirm and state as follows: 1. That I am the petitioner in the Civil Miscellaneous Petition and the Civil Revision Petition referred to above. The deponent herein is well acquainted with the facts and circumstances of the case and being so, stands fully competent to swear to this affidavit. The deponent herein will be referred to as the petitioner hereinafter. 2. It is respectfully submitted that the maintainability of the appeal referred to above was questioned by the petitioner vide I.A. No _____ before the district Court on a preliminary ground. The said Court dismissed the said application by its order dated ____ aggrieved by which the abovementioned Revision Petition has been filed by the petitioner. 3. For the sake of brevity, the contents of the Memorandum of Civil Revision Petition may be read as part of this affidavit. 4. It is further submitted that the petitioner bona fide believes that the Revision Petition is most likely to be allowed by this Hon'ble Court and the order of the Court below set aside and a declaration made that the appeal is not maintainable. 5. In view of the aforementioned circumstances, it is clear that if without hearing the maintainability of the appeal, the same is allowed to be proceeded with and heard on merits, the petitioner will suffer irreparable loss and injury. 6. It is, therefore, in the interest of justice, equity and conscience that this Hon'ble Court may stay all further proceedings in the aforesaid appeal until the accompanying Civil Revision Petition is finally disposed of. DEPONENT VERIFICATION Verified at on this the _____ day of ,20__ that the contents of the above affidavit are true and correct to the best of my knowledge, belief and information and nothing material has been concealed therefrom.   DEPONENT   Section 115 of the Civil Procedure Code 1908 Section 115  "Revision" (1) The High Court may call for the record of an case which has been decided by any Court subordinate to such High Court and in which no appeal lies thereto, and if such subordinate Court appears- (a) to have exercised a jurisdiction not vested in it by law, or (b) to have failed to exercise a jurisdiction so vested, or (c) to have acted in the exercise of its jurisdiction illegally or with material irregularity, the High Court may make such order in the case as it thinks fit : Provided that the High Court shall no, under this section, vary or reverse any order made, or any order deciding an issue, in the course of a suit or other proceeding, except where- (a) the order, if it had been made in favour of the party applying for revision, would have finally disposed of the suit or other proceedings, or (b) the order, if allowed to stand, would occasion a failure of justice or cause irreparable injury to the party against whom it was made. (2) The High Court shall not, under this section, vary or reverse any decree or order against which an appeal lies either to the High Court or to any Court subordinate thereto. Explanation.-In this section, the expression "any case which has been decided" includes any order made, or any order deciding an issue in the course of a suit or other proceeding.

Download Word Document In English. (Rs.30/-) Download PDF Document In Marathi. (Rs.30/-) JOINT VENTURE FOR SETTING UP AN INTERNET PORTAL (INITIAL MOU FOR PARTICIPATION) MEMORANDUM OF UNDERSTANDING ABC ND XYZ. Re: ____________________________ Pvt.Ltd . THIS MEMORANDUM OF UNDERSTANDING made this ___ day of _____________between ABC having his office at__________________, India hereinafter referred to as "ABC" (which expression and the expression "ABC Group" shall unless it be repugnant to the context or meaning thereof mean and include himself and the present other shareholders of __________________ Pvt.Ltd . and their respective heirs, executors, administrators and assigns) of the One Part and MR. XYZ having his office at_____________________. hereinafter referred to as "XYZ" (which expression and the expression "XYZ Group" shall unless it be repugnant to the context or meaning thereof be deemed to mean and include himself and his nominees to the extent specified herein and their respective heirs, executors, administrators and assigns) of the Second Part; WHEREAS ABC is one of the founding shareholders and is Chairman and Director of a company incorporated in India known as ______________ Pvt.Ltd . hereinafter referred to as "the Company" which is in the process of setting up an internet portal, relating to ___________________, known as "__________________"; AND WHEREAS ABC and certain other persons have advanced sums of money to the Company in respect of which shares have been/are to be issued to them and this group is for the sake of brevity referred to as the "XYZ Group"; AND WHEREAS XYZ has agreed that he and his nominees (for the sake of brevity referred to as the "ABC Group") will invest an amount of Rs.__________________ /- (Rupees _______________Only) to acquire 20 % ( twenty per cent) of the Capital of the Company on certain terms and conditions and equity shares of the Company will be issued to the members of XYZ Group accordingly; AND WHEREAS the parties hereto are desirous of recording the terms and conditions of their agreement in writing NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS UNDER:- 1.     ABC Group has caused to be incorporated a Company known as ________ Pvt. Ltd. hereinafter referred to as "the Company" and has, since several months been working on establishing an internet portal relating to___________________. 2.     The paid up capital of the Company shall be Rs._________________ /- (Rupees_________) comprising _____________(____________) equity shares of Rs._____ /- (Rupees_________) each. 3.     It has been agreed that XYZ group shall hold 60% (sixty per cent) of the paid-up capital of the Company and that XYZ Group shall hold 20% (twenty per cent) of the paid-up capital of the Company. 4.     It is further agreed that 20% (twenty per cent) shall be allotted by ABC Group as and by way of stock options at their discretion to employees, associates, content writers and Technology partners and other supporters on such terms as decided by the Group. It has however been agreed that. 1% (one per cent) out of this 20% (twenty per cent) shall be allotted to Mr. XYZ and 1% (one per cent) to Mr. PQR leaving thereby 18% to be allotted by ABC Group as described above. 5.     XYZ has agreed that for the 20% (twenty per cent) to be allotted to the XYZ Group, the XYZ Group shall pay to the Company a total amount of Rs. __________________/- (Rupees _________________Only) to comprise share capital and premium of the total amount of Rs.__________________ /- (Rupees ______________Only) an amount of approximately Rs._______________ /- (Rupees _____________Only) being the equivalent of U.S. $ ____________/- (One ________________Only) has already been received by the Company by way of Foreign Inward Remittance received from XYZ. These amounts already received have been treated by the Company as advances against share capital and premium. The balance amount of Rs____________/- (Rupees ______________ Lakhs Only) approximately is to be paid in the following manner. a.     Rs.__________ /- (Rs______________ Only) by --/---/---. b.    Rs.__________ /- (Rupees ___________Only) by --/--/--- c.     Rs. __________/- (Rupees_________ __Only) by --/--/---. d.    Rs. _________/- (Rupees ___________Only) by --/--/--- e.     Rs. _________/- (Rupees ___________Only) by --/--/--- f.     Rs. _________/- (Rupees ___________ Only) by --/--/--- g.    The balance to make up Rs_____________/- (Rupees ______ Only) by --/--/---. 6.     It has been mutually agreed that the Company shall not further dilute its equity or avail of finance from any other person nor shall it agree to allot any shares to any other person without the consent of XYZ. It has been further agreed that ABC Group shall not sell all or any of the shares allotted to them without the consent of XYZ Group until such time as there is an IPO, or a second round of financing by mutual agreement. In the event of a second round of financing becoming necessary, it shall be done by mutual Agreement between the parties hereto and it is expected that an Initial Public Offering (IPO) will also be made and that shares will be issued to the public. The parties have agreed that for any future rounds of financing as mutually decided there will be a proportionate dilution of shares. 7.     XYZ shall have the right to be a Director of the Company and ABC shall cause XYZ to be appointed to the Board of Directors whenever XYZ desires. 8.     ABC shall cause this Memorandum of Understanding to be taken on the records of the Company and the Company will also agree to abide by all the terms and conditions hereof. 9.     The parties hereto record that this Memorandum of Understanding reflects the broad terms of their Agreement and they agree to execute and sign a detailed Shareholders Agreement and such further Agreements in writing as may be required from time to time to give effect to the development promotion and financing of the portal in the best possible way. IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written. SIGNED AND DELIVERED by the within-) named MR. ABC ) in the presence of................................. ) SIGNED AND DELIVERED by the within-) named MR. XYZ ) in the presence of..................................)

Download Word Document In English. (Rs.45/-) Download PDF Document In Marathi. (Rs.40/-) JOINT VENTURE / SHARE HOLDERS AGREEMENT MODEL OF A JOINT VENTURE/SHARE HOLDERS AGREEMENT BETWEEN TWO COMPANIES HOLDING EQUAL SHARES IN THE JOINT VENTURE COMPANY TO BE INCORPORATED FOR A PARTICULAR PROJECT THIS AGREEMENT executed at_______________ on the day of___________________ BETWEEN: M/S. ABC PRIVATE LIMITED. (herein after referred to as the "ABC", which expression shall, wherever the context so requires or admits, mean and include, its successors and assigns). A N D: M/S.XYZ PRIVATE LIMITED, (here in after referred to as the "XYZ ", which expression shall, wherever the context so requires or admits, mean and include, its successors-in-title and assigns); WITNESSES AS FOLLOWS:       I.        WHEREAS ABC is engaged in business of ____________________ and have the necessary experience and expertise in that field;      II.        WHEREAS the XYZ are doing ____________________________________ and have the necessary experience and expertise in that field;     III.        WHEREAS the parties hereto have decided to float a project of _______________________________ ( hereinafter referred to as the "PROJECT");    IV.        WHEREAS ABC and XYZ both having the necessary infrastructure and the capabilities of providing the services required for the project have agreed to form a Joint Venture Company for the Project and ABC and XYZ are desirous of entering into an Agreement for constituting Joint Venture Company in terms hereof;     V.        WHEREAS the Parties hereto for the said Project have decided to form a Joint Venture Company and whereas subject to all necessary consents, licences, permissions and authorities to be procured for the formation and incorporation of the joint venture Company in the State of India, with the principle object, inter alia, being that of ____________________;    VI.        WHEREAS ABC and XYZ are desirous of recording the Agreement with regard thereto and the agreement arrived at between them;   VII.        NOW THIS AGREEMENT WITNESSESTH AS FOLLOWS: 1.     It is agreed between the parties hereto to constitute a new Company which will be incorporated under the provisions of the Companies Act, 1956 and the Parties further agree that the said Company shall carry on its business in the name and style of "XYZ - ABC PRIVATE LIMITED" or any other name as may be mutually agreed between the parties hereto, (hereinafter referred to as the "SAID COMPANY" or "JOINT VENTURE COMPANY") 2.     It is agreed that the terms and conditions of this Agreement shall govern the relationship of ABC and XYZ and the rendering of services under this Agreement and any subsequent Agreement; 3.     It is agreed between the Parties hereto that the share holdings of the said Company shall be held by XYZ and ABC in the ratio of % belonging to XYZ and % belonging to ABC; 4.     The Company shall be incorporated in the State of _________, after following all the provisions of the Companies Act, 1956 including any amendments from time to time, required for the incorporation thereof. The Registered Office of the Joint Venture Company shall be situated at "__________", ___, ________ Road, ___________________; 5.     It is agreed between the Parties hereto that the said Company shall have as its object of business recorded in the Memorandum of Association & Articles of Association inter alia _____________________________________________________________________; 6.     It is agreed between the Parties hereto that the authorised capital of the said Company shall be Rs.______ /- (Rupees _______only) divided into ______equity share of Rs.__________ /- (Rupees _________only) each; 7.     The Parties hereto shall jointly approve the Memorandum and Articles of Association of the said Company taking into consideration the principle objectives as set out in Paragraph 5 above; 8.     ABC shall on incorporation of the Joint Venture Company subscribe to ___% of the authorised share capital and the XYZ shall on the incorporation of the said Company subscribe to __% of the authorised share capital, and pay for such shares on call made by the said Company towards the said shares, within the period prescribed; 9.     The Parties further agree that the authorised capital of the said Company may be increased from time to time as per the Provisions of the Companies Act and as per the financial requirements of the said Company and as approved by the Board of Directors/General Body Meeting and it is further agreed that on the authorised capital being increased ABC and XYZ will be entitled to subscribe thereto in equal ratio and only after the other Party by written notice under acknowledgement rescinds the offer to apply for additional shares will the other be entitled to subscribe for those share not applied for; 10.  ABC and XYZ agree that till such time as the project is being handled by the Joint Venture Company, ABC and XYZ shall always have equal representation on the Board. Mr.____________ shall be the Nominee Director of ABC and Mr._________________ of XYZ Group being the First Directors who shall hold the Office for entire period of the project, save and except both of them will not be liable for retirement. The number of Directors will be ______in total, ___ from ABC and _____from XYZ; 11.  It is further agreed between the Parties that in the event of any of the Director from any of the group retiring/being removed/dying or becomes unable to perform the duties of a Director or for any reason ceases to be employed by the Party that nominated them then such party shall promptly by written notice served to the other party name in Successor thereof so that the strength of the Board of Directors remains same as before; 12.  Meetings of the Board of Directors for the transaction of business of the Joint Venture may be called, subject to reasonable notice by the Directors of either party. 13.  The Board of Directors shall have full responsibility and authority for the performance of the Company including but not limited to assignment of services between the Parties, preparation of the schedule of services, settlement of disputes and any other items affecting the performance of services under this Agreement; 14.  The Board of Directors shall constitute a committee being the Executive committee for the execution of the work of the Project Agreement and the said committee shall consist of one representative of ABC and another from XYZ and at all times there shall be equal representative on the said committee from ABC Group and the XYZ Group; 15.  The Executive Committee shall be: a.     Responsible for the direction and management of the Work in accordance with the policies and procedures established by the Board of Directors; b.    Responsible for the Co-ordination of the Work; and c.     ____________________________________________ The Board of Directors may from time to time change the existing Executive Committee by replacing its representatives, however the representation of ABC and XYZ shall always be equal on such committee; 16.  Action and decisions of the Board of Directors shall be by unanimous vote and shall be final, and conclusive and binding upon both ABC and XYZ; 17.  In the event the Board of Directors is unable to reach any unanimous decision, ABC and XYZ agree that the matter in controversy shall be referred to Mr.__________ with regards to matter relating to _________________________ and _____ Mr._____ with regards to matter relating _________________________________ who shall make an interim decision which may be subject to arbitration if the parties hereto do not accept the decision; 18.  The Parties agree that the Board of Directors shall by and large conduct business of the said Company on the basis of the Agreement arrived at between them under this Agreement or mutually agreed between them in writing from time to time between them, giving effect to the understanding arrived at between them under this Agreement; 19.  The Parties further agree that until mutually agreed in writing by and between the parties hereto the said Company shall not: a.     increase or re organise its authorised capital; b.    amend the Memorandum of Association & Articles of Association; c.     dissolve or liquidate the said Company; d.    in any manner deal with and dispose off or create any charges with regards to the assets of the said Company or its business; e.     Amalgamate with any other Company; f.     to stand and guarantee in any manner for any other parties or any other person/s without the prior consent and without the Special Resolution of the General Body Meeting of the said Company; 20.  Each of the Parties hereto agree that they shall perform their obligations as set out in Clause 24, 25 and 26 with regards to the said Company so as to complete the project undertaken by the said Company as a successful venture; 21.  The Parties further agree that as the nature of business undertaken by the Parties is relating to the Project to date which will get transformed to the said Company, any business which has been set out in the Memorandum of Association of the said Company shall be done by XYZ and ABC through the said Company only; 22.  ABC and XYZ shall furnish all necessary know how experience, expertise, man power, managerial assistance to make success of the project undertaken by the said Company; 23.  The Joint Venture Company shall share, in the manner provided for in the Agreement, the obligations and responsibilities for the services to be performed for the Project as described in this Agreement. Both ABC and XYZ shall give strategic input to the Joint Venture Company to perform the specific services as given below: 24.  Both ABC and XYZ will give their input for:- Marketing, project management, i.e., monitoring of the execution of the project from the stage of commencement to completion and property management thereon; ∙         Identifying Consultants and Contractors, finalisation and awarding tenders to all Contractors and Consultants; ∙         Any other services required to fulfill the needs of the project; 25.  ABC shall give their inputs on procurement and work of all design and technical consultants; 26.  XYZ shall give their input in liasoning with local authorities, Government for obtaining permissions for Plan sanction including all the approvals required from various Governmental Agencies for the purpose of construction and completion of the Project. 27.  Neither ABC nor XYZ shall enter into any separate agreement/s with ______________ for services in connection with this Project as long as the association between ABC and XYZ with regards to the Project is in existence; 28.  The Services required of the parties to Joint Venture Agreement shall be limited to the performance of services required under this Agreement; 29.  ABC and XYZ intend that the responsibilities and obligations set out in this agreement shall be borne and performed by each of the party as stated herein and the financial contribution as and when required for the Company shall be in proportion of their participation as provided in clause 3 of this Agreement; 30.  It is agreed between ABC and XYZ that for the purposes of ------------------------------------ the same shall be done by ABC and XYZ together and for the said purpose ABC and XYZ will constitute and form another company in which both ABC and XYZ will have equal shares and XYZ and ABC will have equal representation on board at all times; 31.  The Parties agree that as the Parties shall be working in co-ordination with each other and for the furtherance of the interest of the said Company and during the course of work any information, expertise or knowledge material, documents or trade secret exchanged between the parties shall be kept secret and neither parties hereto shall divulge the same to any Third Party in any manner whatsoever and accordingly the parties shall on the incorporation of the said Company include a Clause in the Memorandum and Articles of Association to maintain the trade secret between the parties hereto/shareholder/Directors or anyone employed by the said Company and accordingly the parties shall also execute such document between them after incorporation of the said Company as may be necessary and as advised; 32.  It is agreed between the Parties that amounts received by the Joint Venture Company will be allotted to ABC and XYZ equally The distribution so made will be irrespective of the expenses that may be incurred by either XYZ or ABC towards their staff or expenses or any other head of accounts; 33.  It is agreed between the ABC and XYZ that for the compliance of their respective obligation to be fulfilled in terms of this Agreement and after meeting the basic expenses of the joint venture company, the amounts in hand of the Joint Venture Company will be distributed between ABC and XYZ in the respective proportion set forth in Clause 3 of this Agreement. Upon completion of this Agreement, funds remaining after payments of outstanding indebtedness of the Joint Venture Company shall be distributed to the respective Parties in the same proportion as set forth in Clause 3 above; 34.  Should the Board of Directors determine that additional funds are required for the performance of the Project Agreement for any reasons or to pay losses arising there from or to eliminate any deficits resulting from prior overpayments to the ABC or XYZ, the Parties shall within 14 working days after the decision of the Board of Directors contribute such funds in proportions set forth in Clause 3 of this Agreement; 35.  In the event of any of the Party does not contribute for any reasons such funds as may be determined under Clause 34 above the other party may at its discretion bring in the amounts to be contributed by the other party or any part thereof at its discretion and in this event the Other party will be liable for payment of the amounts to the Party contributing in excess along with interest at the rate of 22% per annum or any part thereof to be calculated from the date of contribution to repayment; 36.  It is agreed between the parties that the amounts that may become payable in terms of Clause 34 above by the Party failing to contribute in terms of Clause 34 the Party contributing the amounts will be entitled to the said amounts at the first instance from the amounts to be disbursed and out of the share of the Party defaulting in payment along with the interest as stipulated in para 35 and thereafter if any amounts are balance to the share of the party defaulting will be taken by him; 37.  It is agreed between parties hereto that the Joint Venture company will employ necessary persons for the purpose of services to be rendered for the project and for the purpose of the project and the said personnel will be employed by mutual consent of both XYZ and ABC. The salary and payment with regards to the said employees shall be borne by the said Joint Venture Company; 38.  It is agreed between XYZ and ABC that in the event that either XYZ or ABC or its personnel are required to render service to the Joint Venture company either in sales promotion or any other area of work of the project, then in that event, all the actual expenses incurred will be reimbursed to either XYZ and or ABC as the case may be. The nature of expenses permitted for reimbursement are set out in Annexure ______ hereto; 39.  The Parties hereto agree that on the incorporation of the said Company, the said Company in its first meeting shall ratify what has been agreed hereunder; 40.  The Parties after the execution of this agreement shall finalise between them the master plan charting out the plan for execution of the project, setting goals, time frames, manner and method of implementation of the project, the day to day operations and manner in which the said company would handle the entire project; 41.  The said Company shall appoint an independent Chartered Accountant who shall perform such duties as determined by the Board of Directors which shall include regular audit accounts of the said Company file all necessary forms, applications, accounts with the concerned authority as may be necessary and as per the Provisions of the Companies Act, or any other Statutory Authority with regards to the said Company. For the purpose of this agreement the certified figure of the independent Chartered Accountant shall be final conclusive and binding upon the parties; 42.  The Parties hereto agree that all the preliminary expenses with regards to the incorporation of the said Company including all the costs, charges, expenses, professional fees, out of pocket expenses that may be incurred during the incorporation and formation of the said Company and incidental to the establishment of the said Company shall be borne by and paid for by the said Company; 43.  The Board of Directors shall appoint an Accountant for the Joint Venture Company who shall maintain the day to day books of the Company on the generally accepted accounting principles; 44.  The Board of Directors may authorise one or more bank accounts in any bank nationalised or private and the said Bank account/s for all purposes shall be operative under the joint signature of the representative/s of ABC and XYZ; 45.  All payments received by the Joint Venture, in connection with this Agreement, shall be promptly deposited in the aforementioned Joint Account and invoices received by the Joint Venture shall be paid by Cheque drawn against the Joint account; 46.  Records of the Joint Venture which are required pursuant to law to be retained beyond the duration of this Agreement shall be retained at such place(s) as determined by the Board of Directors and the cost thereof shared by the parties in proportion to their respective interest as described in Clause 3 of this Agreement; 47.  Joint Venture property shall consist of the capital contributions described in Clause 8 of this Agreement and any other property obtained with the funds of the Joint Venture. The Joint Venture property shall be identified and recorded in the Joint Venture accounts; 48.  This Agreement represents the entire and integrated agreement between the Parties and supercedes all priornegotiations, representations and agreements, either written or oral. The Agreement may be amended only by written instrument signed by each Party to this Agreement; 49.  Neither party shall assign this Agreement without the written consent of the other; 50.  The right of any person, firm or corporation, claiming by, through or under any Party (including, but not limited to judgement or other creditors, receivers, trustees, assignees, executors and administrators), to assert any claim against the right of interests if any Party shall be limited in any event to the right to claim or receive after completion of the Project Agreement, and after the doing of the accounts of the Joint Venture, the proportional interest of such Party as described in Clause 3 of this Agreement, and then only subject to the equities of the other Party as set forth in this Agreement; 51.  The Parties to this Agreement, respectively bind themselves, their successors, assigns and legal representatives to the other Party with respect to all covenants of this Agreement; 52.  All public statements and releases, including the issuance of photographs, models and renderings, for all media for the duration of this Agreement, are subject to the prior approval of the Board of Directors; 53.  In subsequent presentations made by the Joint Venture, in any brochures publicity material in any form of media with regards to the Project and any logo mark devised by the Joint Venture Company or any development/drawing that can be and which constitutes any intellectual property shall be the intellectual property of the Joint Venture Company and will be dealt in the manner set out herein 54.  If determined by the Board of Directors or required under the Project Agreement, intellectual property, reports, analysis, contracts, designs, drawings, specifications and other instruments of service prepared pursuant to this Agreement shall be registered, patented, copyrighted and secured as intellectual property rights as per the provision of law and in the name of the Joint Venture. The Joint Venture Company shall have the ownership and rights and privileges of all intellectual property rights acquired in the course of the Project and in so far as it is consistent with this Agreement XYZ and ABC will be entitled to use such intellectual property for any of its purpose including to prepare documents for other projects based on such Project information without any payment thereof so long as they are equal shareholders of the Joint Venture Company in terms of this agreement and not otherwise; 55.  Neither of XYZ nor ABC shall assign or transfer the intellectual property rights and interest so acquired or established pursuant to this agreement by the Joint Venture Company in the course of its Project, nor permit reproduction of Project documents otherwise then stated in clause 53 above, in any manner resulting in infringement or violation of any of the intellectual property rights secured by the Joint Venture Company during the course of the Project except upon written consent of the other Party; 56.  Documents prepared specifically for this Project by one of the Parties to this Agreement may not be copyrighted solely by that Party. Each Party hereby grants the other and the Joint Venture a licence to use and reproduce such documents in furtherance of this Agreement and Project; 57.  The Parties further agree that as far as the registered Office of the Company is concerned, the same shall be at _________________________________________or at mutually agreed place provided always that the Registered Office shall be at __________ State of _________, India; 58.  It is further agreed between the Parties hereto that during the existence of this Agreement and the incorporation of the said Company if there being any change in Law which may affect the incorporation of the said Company as agreed between the Parties hereto then in that event, the Parties hereto may mutually agree to terminate this Agreement without any claim of damages by either party and in the event of there being any pre incorporation expenses incurred by the Parties hereto, the same shall be shared equally between the ABC and the XYZ; 59.  In the event of there being any dispute which may result into a dead lock situation between XYZ and ABC, the Parties before invoking the rights set out in Clause 59 of this Agreement, the Party expressing that the other Party is in breach shall give a written notice of any situation likely to result in dead lock, putting forth all the details of the nature of dispute and the Parties will resolve the said dispute between 14 days of such written notice being received after which period, the Parties may refer the dispute to Arbitration as per the provisions of Clause 70; 60.  It is agreed between the parties that in the event of there being a dead lock situation with regard to the management of Joint Venture Company then in that event it is agreed between the parties hereto that for the purposes of removing the dead lock any one of the parties hereto who may chose to value the share held by it and on such valuation done by that party the other party will have the first option to either acquire at that price the shares of the party valuing it or sell its shares to the valuing party and the party valuing the shares will have no option but to either sell its share at the valuation set, to the other party or to acquire the shares of the other party at that value as the case may be; 61.  No Party will be entitled to sell transfer, pledge, mortgage, charge, encumber or otherwise dispose off or create any lien on or interest in, any of its shares in the Joint Venture Company, save and except as per Clause 63 below; 62.  In the event of any one of the Party decides to dispose off its shareholding, which shall always be the entire shareholding, it shall give notice of its intent of disposal to the other Party, and the other Party will have the right to acquire the entire shareholding on the valuation of the shares done by an Independent Chartered Accountant appointed by both the Parties or identify a buyer for the purchase of the entire shareholding within a period of 12 weeks from the receipt of the written notice from the Party intending to sell, after which period, the Party intending to sell its shareholding will be entitled to dispose of the shares to any third party. Any notice with regards to intend to sell the shareholding or refusal to acquire the shareholding, shall be done through Registered Post Acknowledgement Due. 63.  Notwithstanding the provisions setout in Clause 61, either of the Parties to this agreement would be entitled to transfer its shareholdings to any of its subsidiary or affiliate Companies, may be one or more such subsidiary or affiliate Companies and the shareholding of such transferee shall be clubbed for the purpose of the total shareholding of XYZ or ABC as the case may be. The Transferee shall be bound by the terms and conditions of this Joint Venture Agreement. For the purpose this agreement parties hereto agree that the meaning subsidiary /affiliate companies shall mean such companies wherein the Party desiring to transfer the share holding in the Joint Venture Company should have at least 51% shares in such affiliate or subsidiary as the case may be 64.  In the event of the Project being completed and in the event of there being no other project being undertaken the XYZ shall be entitled to take over the Joint Venture Company at Book Value, however the name of the Joint Venture Company will stand changed and XYZ shall not use the name of the Joint Venture Company. If XYZ does not desire to acquire the Company, the XYZ and ABC shall jointly sell the Company to any Third Party and the sale proceeds to be shared equally. The Party shall not be permitted to use the name of XYZ ABC; 65.  The Parties hereto agree that the address set out in the title of this Agreement are the true addresses and the notice/s may be issued to them at the said address in the event of there being any change of address, the same shall be intimated to all the Parties failing which any notice/s served on the existing address shall be deemed to be good service on the addressee; 66.  Any amendments to this Agreement shall be done with the consent of the Parties and in writing. Otherwise nothing shall be binding on the Parties hereto; 67.  This Joint Venture will commence as of the date of this Agreement. It is further agreed that the terms and conditions of this Agreement shall be an agreement governing the shareholder of the Joint Venture Company including where ever it relates to the provisions of share holding its transfers, conduct of the business by the parties hereto and conduct of the Board of Directors and the constitution of the Board of the Joint Venture Company and the terms set out herein; 68.  This Agreement shall remain in full force and effect until terminated by written agreement of the Parties or until the Project has been completed and all Joint Venture Property and money has been distributed in accordance with this Agreement and even after the incorporation of the Joint Venture Company as a shareholders agreement; 69.  The obligation of each party to contribute in accordance with this Agreement to the satisfaction of all debts and liabilities of the Joint Venture shall survive the termination of this Agreement; 70.  It is further agreed between the Parties hereto that in the event of there being any dispute with regards to this Agreement or any of the terms hereof or the interpretation of any of the terms of the Agreement or any dispute arising under the said Agreement, the same shall be referred to the Arbitration of two Arbitrators appointed by each of the Parties hereto i.e., ABC and the XYZ and the Arbitration proceedings shall be as per the provisions of the Arbitration and Conciliation Act, 1996 and the venue of such Arbitration proceedings shall be held and conducted in _________________alone; 71.  This Agreement shall be binding upon the Parties hereto and their successors in title and all the shareholders of the Joint Venture Company and their respective heirs, executors, administrators, successors in title and assigns as the case may be; 72.  If any provision of this Agreement shall, under any circumstance, be deemed invalid/inoperative to an extent, such invalidity shall not invalidate the whole Agreement, but the said invalid or inoperative provision shall be construed as not to be contained in this Agreement; 73.  The provisions of the Companies Act, 1956 would apply with regard to the governing of the Joint Venture Company otherwise than what has been agreed by and between the Parties hereto; 74.  It is agreed by and between the Parties hereto that the Courts at____________________ alone shall have jurisdiction with regards to this Agreement and the seat of Arbitration shall be _________ and the Arbitration proceedings shall be in English; IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT in the presence of the Witnesses attesting hereunder: SIGNED SEALED AND DELIVERED BY THE WITHIN NAMED ABC PRIVATE LIMITED REPRESENTED BY ITS MANAGING DIRECTOR IN THE PRESENCE OF THE FOLLOWING ABC WITNESSES: 1) 2) SIGNED SEALED AND DELIVERED BY THE WITHIN NAMED XYZ PRIVATE LIMITED REPRESENTED BY ITS MANAGING DIRECTOR IN THE PRESENCE OF THE FOLLOWING XYZ WITNESSES: 1) 2)

Agreement to Adopt the Preliminary Agreement AGREEMENT made at... this... day of... between M/s. A B & Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at... hereinafter referred to as 'the Company' of the One Part and Mr. A residing at... and Mr. B residing at.... and Mr. C residing at... all collectively hereinafter referred to as 'the Promoters' of the Other Part. WHEREAS - 1.     By an agreement dated the... day of... entered into between the Promoters on the one hand and Mr. X of the Other Part it was agreed that the Promoters will form and register a private company limited the shares with the object of taking over the business in electronic goods carried on by Mr. X on the terms and conditions therein mentioned. 2.     Accordingly, the Company being the Party of the First Part hereto has been formed and registered under the Companies Act 1956 on the - day of 3.     It was one of the terms of the said agreement that on the registration of the Company, the Company will adopt the said agreement. 4.     By a resolution of the Board of Directors of the Company dated the... the Board has resolved to adopt the said agreement and to enter into this agreement for that purpose. NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1.     The Company hereby adopts the said agreement dated... hereinbefore recited and agrees to be bound by the same and the terms and conditions therein mentioned relating to the purchase and faking over of the business of the said M/s X's concern, as if the company was a party t hereto and had agreed to purchase or take over the said business from Mr. X on the terms in the said agreement mentioned in place stead of the Promoters. 2.     And the Company agrees and undertakes to comply with and implement all the terms and conditions mentioned in the said agreement. IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written. Signed for and on behalf of the ) said M/s. A B & Co. Ltd., by Mr. Signed for and on behalf of the ) ... a Director duly authorised to do so by the ) resolution of the Board of ) Directors dated... in the ) presence of......... ) Signed by the within named ) Promoters A B & C. in the ) presence of... )   Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)

AFFIDAVIT WITH THE APPLICATION FOR THE REGISTRATION OF THE WILL, AFTER THE DEATH OF THE TESTATOR   Before the Sub-Registrar of Assurances .  In the matter of registration of the will executed by Shri………………………………………….son of ...........................resident of ……………………………………………….   Affidavit of Z aged about…………………….years,                son of Shri…………..……………………………………..                resident    of……………………………………………………………………………………….……………….   I, A, the above named deponent do hereby solemnly affirm and state as under:   1 That I am the executor under the will and as such fully acquainted with the facts deposed to below.               2.That Shri …………………….the testator executed a will on …………………….regarding his property and I am the executor of the said will. 3.That at the time of execution of the will, Shri …………………….was healthy and of sound mind.                4. That suddenly on or about…………………….the testator met with a car accident and he died in……………………. hospital on…………………….                                               5.That the testator executed the will and attested in the presence of S/Shri A and B, who have                                affirmed an affidavit, which is annexed to this affidavit as Annexure A.                              6That due to sudden death of the testator, the said will could not be registered during the                                 lifetime of Shri ..................................            7. That the aforesaid will is the last will of the testator.   I ,Z ,the above named deponent do hereby declare and verify that the contents of paras 1 to 7 are true to my knowledge, nothing material has been concealed and no part of it is false. So help me God.   Verified at…………………….on this…………………….day of…………………….20…………………….  Date…………………….Deponent Download Word Document In English. (Rs.20/-) Download PDF Document In Marathi. (Rs.20/-)

Download Word Document In English. (Rs.100/-) Download PDF Document In Marathi. (Rs.100/-) BSE Listing Agreement - Part - II Notes a.     Indicate by way of note total expenditure incurred on Staff Cost Any item of expenditure which exceeds 10% of the total expenditure. This information shall be given in respect of all the periods included at the above statement. b.    Any event or transaction that is material to an understanding of the results for the quarter including completion of expansion and diversification programmes, strikes, lock-outs, change in management, change in capital structure etc, shall be disclosed. Similar material event or transactions subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter shall also be disclosed. c.     All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes in accounting practices affecting the profits materially must be disclosed separately. d.    In case of companies whose revenues are subject to material seasonal variations, they shall disclose the seasonal nature of their activities and may also supplement their unaudited financial results with information for 12 month periods ended at the interim date (last day of the quarter) for the current and preceding years on a rolling basis. e.     Company shall give the following information in respect of dividend paid or recommended for the year including interim dividends declared: Amount of Dividend distributed or proposed distinguishing between different classes of shares and Dividend per share also indicating nominal value per share. Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of allotment, number of shares allotted pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed on pro-rata basis. f.     The effect of changes in composition of the company during the quarter, including business combinations, acquisitions or disposal of subsidiaries and long term investments, restructuring and discontinuing operations shall be disclosed. g.    If there is any qualifications by the Auditors, in respect of the Audited Accounts of the previous accounting year which has a material impact on the profit disclosed in such accounts, then the company shall disclose the same along with the unaudited quarterly results and give explanation as to how such qualifications has been addressed in the unaudited financial results. h.     If the company is yet to commence commercial production, then instead of the quarterly results, the company should give particulars of the status of the project, its implementation and the expected date of commissioning of the project. i.      The un-audited results sent to Stock Exchange/s and published in newspapers should be based on the same set of accounting policies as those followed in the previous year. In case, there are changes in the accounting policies, the results of previous year will be recast as per the present accounting policies, to make it comparable with current year results. j.      If the period of the Financial Year is more than 12 months and not exceeding 15 months there will be 5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 Quarters and the financial results will be intimated to the Exchange and published in the News papers accordingly. Half yearly results which are required to be subjected to the "Limited Review" by the Auditors shall be prepared for the first two quarters where the Financial Year does not exceed 15 months and for the first two quarters and also separately for the third and fourth quarters where the Financial Year exceeds 15 months. The format for declaration of Unaudited Quarterly Results for banks is as follows: UNAUDITED QUARTERLY FINANCIAL RESULTS FOR THE THREE MONTHS ENDED............: (Rs. In Lakhs) Sr. No. (1) 3 Months Ended (2) Correspond-ing 3 Months in the Previous year (3) Year To date Figures for current period (4) Year to date Figures for the Previous year (5) Previous Accounting Year 1. Net Income from Sales / Services 2. Cost of Sales / Services a. Increase / decrease in stock in trade b. Consumption of raw materials c. Other expenditure 3. Gross Profit 4. General Administrative Expenses 5. Selling and Distribution Expenses 6. Operating Profit before interest and depreciation 7. Interest 8. Depreciation 9. Operating Profit after interest and depreciation 10. Other Income 11. Profit (+)/Loss(-) before tax 12. Provision for taxation 13. Net Profit (+)/Loss (-) 14. Paid-up equity share capital 15. Reserves excluding revaluation reserves (as per balance sheet) of previous accounting year to be given in column (5) 16. Basic and diluted EPS for the period, for the year to date and for the previous year (not to be annualised) 17 Aggregate of non promoters shareholding* (applicable for half yearly results) * Number of shares * Percentage of shareholding 1. Interest Earned (a)+(b)+(c)+(d) (a) Interest/discount on advances/bills (b) Income on Investments (c) Interest on balances With Reserve Bank of India and other inter bank funds (d)Others 2. Other Income A. TOTAL INCOME (1+2) 3. Interest Expended 4. Operating Expenses (e) + (f) (e) Payments to and provisions for employees (f) Other operating expenses B. TOTAL EXPENDITURE (3) +(4)(excluding Provisions and Contingencies) C. OPERATING PROFIT (A-B)(Profit before Provisions and Contingencies) D. Other Provisions and Contingencies E. Provision for Taxes F. Net Profit (C-D-E) 5. Paid-up equity share capital 6. Reserves excluding revaluation reserves (as per balance sheet of previous accounting year) 7. Analytical Ratios Percentage of shares held by Government of India Capital Adequacy Ratio Earning per Share 8. *Aggregate of Non-Promoter Shareholding** Number of Shares Percentage of shareholding The disclosure is applicable only for half yearly financial results ending on or after March 31, 2001. From the half year ending on or after March 31, 2002, the companies shall also be required to disclose the non-promoter shareholding at the end of the corresponding half year in the previous year and at the end of the previous accounting year. Non Promoter Shareholding - as classified under category B in the Shareholding pattern in Clause 35 of the Listing Agreement. Notes a.     Any event or transaction that is material to an understanding of the results for the quarter including completion of expansion and diversification programs, strike, lock-outs, change in management, change in capital structure etc, shall be disclosed. Similar material event or transactions subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter shall also be disclosed. b.    All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes in accounting practices affecting the profits materially must be disclosed separately. c.     Company shall give the following information in respect of dividend paid or recommended for the year including interim dividends declared: i.              Amount of Dividend distributed or proposed distinguishing between different classes of shares and Dividend per share also indicating nominal value per share. ii.             Where Dividend is paid or proposed pro-rata for shares allotted during the year, the date of allotment, number of shares allotted pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed on pro-rata basis. d.    The effect of changes in composition of the company during the quarter, including business combinations, acquisitions or disposal of subsidiaries and long term investments, restructuring and discontinuing operations shall be disclosed. e.     If there is any qualifications by the Auditors, in respect of the Audited Accounts of the previous accounting year which has a material impact on the profit disclosed in such accounts, then the company shall disclose the same along with the unaudited quarterly results and give explanation as to how such qualifications has been addressed in the unaudited financial results. f.     The unaudited results sent to Stock Exchange/s and published in newspapers should be based on the same set of accounting policies as those followed in the previous year. In case, there are changes in the accounting policies, the results of previous year will be recast as per the present accounting policies, to make it comparable with current year results. g.    Half yearly results which are required to be subjected to the "Limited Review" by the auditors shall be prepared for the first two quarters. If the period of the Financial Year is more than 12 months and not exceeding 15 months there will be 5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 quarters and the financial results will be intimated to the Exchange and published in the News Papers accordingly. Half yearly results which are required to be subjected to the "Limited Review" by the Auditors shall be prepared for the first two quarters where the Financial Year does not exceed 15 months and for the first two quarters and also separately for the third and fourth quarters where the Financial Year exceeds 15 months. 42. The Company agrees that it shall be a condition precedent for issuance of new securities that it shall deposit before the opening of subscription list and keep deposited with the Exchange (in cases where the securities are offered for subscription whether through a prospectus, letter of offer or otherwise) an amount calculated at the rate of 1% (one per cent) of the amount of securities offered for subscription to the public and/or to the holders of existing securities of the company, as the case may be for ensuring compliance by the company, within the prescribed or stipulated period, of all prevailing requirements of law and all prevailing listing requirements and conditions as mentioned in, and refundable or forfeitable in the manner stated in the Rules, Bye-laws and Regulations of the Exchange for the time being in force. 50% (fifty per cent) of the above mentioned security deposit should be paid to the Exchange in cash. The balance amount can be provided for by way of a bank guarantee. The amount to be paid in cash is limited to Rs.3 crores. 43. The Company agrees that it will furnish on a quarterly basis a statement to the Exchange indicating the variations between projected utilisation of funds and/or projected profitability statement made by it in its prospectus or letter of offer or object/s stated in the explanatory statement to the notice for the general meeting for considering preferential issue of securities, and the actual utilisation of funds and/or actual profitability. The statement referred to in clause (1) shall be given for each of the years for which projections are provided in the prospectus/letter of offer/object/s stated in the explanatory statement to the notice for considering preferential issue of securities and shall be published in newspapers simultaneously with the unaudited/audited financial results as required under clause 41. If there are material variations between the projections and the actual utilisation/profitability, the company shall furnish an explanation therefore in the advertisement and shall also provide the same in the Directors' Report." 44. The company agrees that: (a) as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the public issue; (b) it shall pay interest @ 15% per annum if the allotment has not been made and/or the refund orders have not been despatched to the investors within 30 days from the date of the closure of the issue. 45. Deleted 46. The Company shall comply with the provisions of SEBI Guidelines on Disclosure and Investor Protection issued by SEBI from time to time. 47. The Company agrees: a) to appoint the Company Secretary to act as Compliance Officer who will be responsible for monitoring the share transfer process and report to the Company's Board in each meeting. The compliance officer will directly liaise with the authorities such as SEBI, Stock Exchanges, Registrar of Companies, etc., and investors with respect to implementation of various clauses, rules, regulations and other directives of such authorities and investor service and complaints of related matter; b) to undertake a due diligence survey to ascertain whether the Registrars and Share Transfer Agent/s (RTA) and/or In-house Share Transfer facility, as the case may be, are sufficiently equipped with infrastructure facilities such as adequate manpower, computer hardware and software, office space, documents handling facility, etc., to serve the shareholders. c) that it will ensure that the RTA and/or the In-house Share Transfer facility, as the case may be, produces a certificate from a practicing Company Secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within one month of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and a copy of the same shall be made available to the Exchange within 24 hours of the receipt of the certificate by the Company; d) to furnish to the Exchange both by way of floppy disks and printed details, within 48 hours of its getting information regarding loss of share certificates and issue of the duplicate certificates; e) to maintain copies of Memorandum of Understanding entered into with the RTA setting out their mutual responsibilities, at the Registered Office of the Company for Public inspection and the company further agrees to submit within 48 hours a copy of the same to the Exchange for its records." 48 The company agrees to co-operate with the Credit Rating Agencies in giving correct and adequate information for periodical review of the securities during lifetime of the rated securities." 49. CORPORATE GOVERNANCE I. Board of Directors A. The company agrees that the board of directors of the company shall have an optimum combination of executive and non-executive directors with not less than fifty percent of the board of directors comprising of non-executive directors. The number of independent directors would depend whether the Chairman is executive or non-executive. In case of a non-executive chairman, at least one-third of board should comprise of independent directors and in case of an executive chairman, at least half of board should comprise of independent directors. Explanation: For the purpose of this clause the expression 'independent directors' means directors who apart from receiving director's remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in judgement of the board may affect independence of judgement of the director. Institutional directors on the boards of companies should be considered as independent directors whether the institution is an investing institution or a lending institution. B. The company agrees that all pecuniary relationship or transactions of the non-executive directors viz-a-viz. the company should be disclosed in the Annual Report. II. Audit Committee. A. The company agrees that a qualified and independent audit committee shall be set up and that: a. The audit committee shall have minimum three members, all being non-executive directors, with the majority of them being independent, and with at least one director having financial and accounting knowledge; b. The chairman of the committee shall be an independent director; c. The chairman shall be present at Annual General Meeting to answer shareholder queries; d. The audit committee should invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and when required, a representative of the external auditor shall be present as invitees for the meetings of the audit committee; e. The Company Secretary shall act as the secretary to the committee. B. The audit committee shall meet at least thrice a year. One meeting shall be held before finalisation of annual accounts and one every six months. The quorum shall be either two members or one third of the members of the audit committee, whichever is higher and minimum of two independent directors. C. The audit committee shall have powers which should include the following: a. to investigate any activity within its terms of reference. b. to seek information from any employee. c. to obtain outside legal or other professional advice. d. to secure attendance of outsiders with relevant expertise, if it considers necessary. D. The company agrees that the role of the audit committee shall include the following: a. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. b. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services. c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on; Any changes in accounting policies and practices. Major accounting entries based on exercise of judgment by management. Qualifications in draft audit report. Significant adjustments arising out of audit. The going concern assumption. Compliance with accounting standards. Compliance with stock exchange and legal requirements concerning financial statements Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. d. Reviewing with the management, external and internal auditors, the adequacy of internal control systems. e. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. f. Discussion with internal auditors any significant findings and follow up there on. g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. h. Discussion with external auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern. i. Reviewing the company's financial and risk management policies. j. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. E. If the company has set up an audit committee pursuant to provision of the Companies Act, the company agrees that the said audit committee shall have such additional functions / features as is contained in the Listing Agreement. III. Remuneration of Directors A. The company agrees that the remuneration of non-executive directors shall be decided by the board of directors. B. The company further agrees that the following disclosures on the remuneration of directors shall be made in the section on the corporate governance of the annual report. All elements of remuneration package of all the directors i.e. salary, benefits, bonuses, stock options, pension etc. Details of fixed component and performance linked incentives, along with the performance criteria. Service contracts, notice period, severance fees. Stock option details, if any - and whether issued at a discount as well as the period over which accrued and over which exercisable. IV. Board Procedure A. The company agrees that the board meeting shall be held at least four times a year, with a maximum time gap of four months between any two meetings. The minimum information to be made available to the board is given in Annexure-I. B. The company further agrees that a director shall not be a member in more than 10 committees or act as Chairman of more than five committees across all companies in which he is a director. Furthermore it should be a mandatory annual requirement for every director to inform the company about the committee positions he occupies in other companies and notify changes as and when they take place. Explanation: For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, shall be included and all other companies (i.e. private limited companies, foreign companies and companies of Section 25 of the Companies Act, etc.) shall be excluded. Further only the three committees viz. the Audit Committee, the Shareholders' Grievance Committee and the Remuneration Committee shall be considered for this purpose. V. Management A. The company agrees that as part of the directors' report or as an addition there to, a Management Discussion and Analysis report should form part of the annual report to the shareholders. This Management Discussion & Analysis should include discussion on the following matters within the limits set by the company's competitive position: a. Industry structure and developments. b. Opportunities and Threats. c. Segment-wise or product-wise performance. d. Outlook e. Risks and concerns. f. Internal control systems and their adequacy. g. Discussion on financial performance with respect to operational performance. h. Material developments in Human Resources / Industrial Relations front, including number of people employed. B. Disclosures should be made by the management to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.) VI Shareholders A. The company agrees that in case of the appointment of a new director or re-appointment of a director the shareholders must be provided with the following information: a. A brief resume of the director; b. Nature of his expertise in specific functional areas; and c. Names of companies in which the person also holds the directorship and the membership of Committees of the board. B. The company further agrees that information like quarterly results, presentation made by companies to analysts shall be put on company's web-site, or shall be sent in such a form so as to enable the stock exchange on which the company is listed to put it on its own web-site. C. The company further agrees that a board committee under the chairmanship of a non-executive director shall be formed to specifically look into the redressing of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. This Committee shall be designated as 'Shareholders/Investors Grievance Committee'. D. The company further agrees that to expedite the process of share transfers the board of the company shall delegate the power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authority shall attend to share transfer formalities at least once in a fortnight. VII Report on Corporate Governance The company agrees that there shall be a separate section on Corporate Governance in the annual reports of company, with a detailed compliance report on Corporate Governance. Non compliance of any mandatory requirement i.e. which is part of the listing agreement with reasons there of and the extent to which the non-mandatory requirements have been adopted shall be specifically highlighted. The suggested list of items to be included in this report is given in Annexure-2 and list of non-mandatory requirements is given in Annexure - 3. VIII Compliance The company agrees that it shall obtain a certificate from the auditors of the company regarding compliance of conditions of corporate governance as stipulated in this clause and annexe the certificate with the directors' report, which is sent annually to all the shareholders of the company. The same certificate should also be sent to the Stock Exchanges along with the annual returns filed by the company. Notes: 1. With regard to listed entities such as banks financial institutions etc. which are incorporated under other statutes, the requirements will apply to the extent they do not violate the existing statutes or guidelines or directions issued by the relevant regulatory authority. 2. As regards the non-mandatory requirements given in Annexure - 3, they shall be implemented as per the discretion of the company. However, the disclosures of the adoption/non-adoption of the non-mandatory requirements shall be made in the section on corporate governance of the Annual Report. 3. The clause 49 is to be implemented as under: Schedule of Implementation: By all entities seeking listing for the first time, at the time of listing. Within financial year 2000-2001,but not later than March 31, 2001 by all entities, which are included either in Group 'A' of the BSE or in S&P CNX Nifty index as on January 1, 2000. However to comply with the requirements, these companies may have to begin the process of implementation as early as possible. Within financial year 2001-2002,but not later than March 31, 2002 by all the entities which are presently listed, with paid up share capital of Rs. 10 crores and above, or networth of Rs 25 crores or more any time in the history of the company. Within financial year 2002-2003,but not later than March 31, 2003 by all the entities which are presently listed, with paid up share capital of Rs.3 crores and above. Annexure 1 - Information to be placed before board of directors Annual operating plans and budgets and any updates. Capital budgets and any updates. Quarterly results for the company and its operating divisions or business segments. Minutes of meetings of audit committee and other committees of the board. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary. Show cause, demand, prosecution notices and penalty notices which are materially important. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company. Details of any joint venture or collaboration agreement. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc. Annexure 2 - Suggested List Of Items To Be Included In The Report On Corporate Governance In The Annual Report Of Companies A brief statement on company's philosophy on code of governance. Board of Directors: Composition and category of directors for example promoter, executive, non-executive, independent non-executive, nominee director, which institution represented as Lender or as equity investor. Attendance of each director at the BoD meetings and the last AGM. Number of other BODs or Board Committees he/she is a member or Chairperson of. Number of BoD meetings held, dates on which held. 3. Audit Committee. Brief description of terms of reference Composition, name of members and Chairperson Meetings and attendance during the year 4. Remuneration Committee. Brief description of terms of reference Composition, name of members and Chairperson Attendance during the year Remuneration policy Details of remuneration to all the directors, as per format in main report. 5. Shareholders Committee. Name of non-executive director heading the committee Name and designation of compliance officer Number of shareholders complaints received so far Number not solved to the satisfaction of shareholders Number of pending share transfers 6. General Body meetings. Location and time, where last three AGMs held. Whether special resolutions Were put through postal ballot last year, details of voting pattern. Person who conducted the postal ballot exercise Are proposed to be conducted through postal ballot Procedure for postal ballot 7. Disclosures. Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. 8. Means of communication. Half-yearly report sent to each household of shareholders. Quarterly results Which newspapers normally published in. Any website, where displayed Whether it also displays official news releases; and The presentations made to institutional investors or to the analysts. Whether MD&A is a part of annual report or not. 9. General Shareholder information AGM: Date, time and venue Financial Calendar Date of Book closure Dividend Payment Date Listing on Stock Exchanges Stock Code Market Price Data: High/Low during each month in last financial year Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc. Registrar and Transfer Agents Share Transfer System Distribution of shareholding Dematerialisation of shares and liquidity Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity Plant Locations Address for correspondence Annexure 3 - Non-Mandatory Requirements a. Chairman of the Board A non-executive Chairman should be entitled to maintain a Chairman's office at the company's expense and also allowed reimbursement of expenses incurred in performance of his duties. b. Remuneration Committee The board should set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference, the company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment. To avoid conflicts of interest, the remuneration committee, which would determine the remuneration packages of the executive directors should comprise of at least three directors, all of whom should be non-executive directors, the chairman of committee being an independent director. All the members of the remuneration committee should be present at the meeting. The Chairman of the remuneration committee should be present at the Annual General Meeting, to answer the shareholder queries. However, it would be up to the Chairman to decide who should answer the queries. c. Shareholder Rights The half-yearly declaration of financial performance including summary of the significant events in last six-months, should be sent to each household of shareholders. d. Postal Ballot Currently, although the formality of holding the general meeting is gone through, in actual practice only a small fraction of the shareholders of that company do or can really participate therein. This virtually makes the concept of corporate democracy illusory. It is imperative that this situation which has lasted too long needs an early correction. In this context, for shareholders who are unable to attend the meetings, there should be a requirement which will enable them to vote by postal ballot for key decisions. Some of the critical matters which should be decided by postal ballot are given below: Matters relating to alteration in the memorandum of association of the company like changes in name, objects, address of registered office etc; Sale of whole or substantially the whole of the undertaking; Sale of investments in the companies, where the shareholding or the voting rights of the company exceeds 25%; Making a further issue of shares through preferential allotment or private placement basis; Corporate restructuring; Entering a new business area not germane to the existing business of the company; Variation in rights attached to class of securities; Matters relating to change in management 50. The company will mandatorily comply with all the Accounting Standards issued by Institute of Chartered Accountants of India (ICAI) from time to time." PROVIDED ALWAYS AND THE COMPANY HEREBY IRREVOCABLY AGREES AND DECLARES THAT unless the Exchange agrees otherwise the Company will not without the previous permission in writing of the Central Government withdraws its adherence to this agreement for listing its securities. AND THE COMPANY HEREBY FURTHER AGREES AND DECLARES THAT all or any of its securities listed on the EXCHANGE shall remain on the list entirely at the discretion of the EXCHANGE AND THAT, the Exchange may, in its absolute discretion, suspend or remove the securities from the list at any time and for any reason whatsoever. For the said suspended security to be re-admitted to dealings on the Exchange, the company shall pay to the Exchange such amount as re-instatement fees as may be prescribed by the Exchange from time to time. IN WITNESS WHEREOF the Company has caused these presents to be executed and its Common Seal to be hereunto affixed as of the day and year first above written. "51. EDIFAR FILING (1) The company agrees that it shall file the following information, statements and reports on the Electronic Data Information Filing and Retrieval (EDIFAR) 1[web site maintained by National Informatics Center (NIC)]1, on-line, in such manner and format and within such time as may be specified by SEBI: Full version of annual report including the balance sheet, profit and loss account, director´s report and auditor´s report; cash flow statements; half yearly financial statements quarterly financial statements. Corporate governance report. Shareholding pattern statement. Statement of action taken against the company by any regulatory agency. Such other statement, information or report as may be specified by SEBI from time to time in this regard. Provided that the requirement of this clause shall be in addition to and not in derogation from the requirements of other clauses of this listing agreement, which may require filing of any statements, reports and information in the physical or other form with the exchange. (2) The company agrees that it shall appoint a compliance officer who shall be responsible for filing the above information in the EDIFAR system. The compliance officer and the company shall ensure the correctness and authenticity of the information filed in the system and that it is in conformity with applicable laws and terms of the listing agreement. (3) The company undertakes that while filing the information in the EDIFAR system, it shall make the following disclaimer clause: ''The information furnished above is certified by [company´s name] to be true, fair and accurate (except in respect of errors in or omissions from documents filed electronically that result solely from electronic transmission errors beyond our control and in respect of which we take corrective action as soon as it is reasonably practicable after becoming aware of the error or the omission). SEBI, the Stock Exchanges or the NIC do not take any responsibility for the accuracy, validity, consistency and integrity of the data entered and updated by it.´ The name of the compliance officer with his designation and the company´s name shall be displayed immediately below the disclaimer clause." Schedule I above referred to: Schedule of Company's listed Securities Kind of security (Shares) Number Issued Nominal Value per Share Rs. Paid-up Value per Share Rs. Total Nominal Value Rs. Total Paid-up Value Rs. Distinctive Numbers Kind of security (Shares) Amount Rs. Unit Rs. Rate of Interest Percent Interest - due Date Date of Redemption Distinctive Numbers Schedule II above referred to: 1. INITIAL LISTING FEE Rs. 20,000 2. ANNUAL LISTING FEE i) Companies with paid-up capital* upto Rs. 5 crores Rs. 10,000 ii) above Rs.5 crores and upto Rs.10 crores Rs. 15,000 iii) above Rs.10 crores and upto Rs.20 crores Rs. 30,000 3. Companies which have a paid-up capital* of more than Rs.20 crores pay additional fee of Rs.750/- for every increase of Rs.1 crore or part thereof. 4. In case of debenture capital (not convertible into equity shares) of companies, the fees will be charged @25% of the fees payable as per the above mentioned scales. * includes equity share, preference share, Fully Convertible Debenture, Partly Convertible Debenture capital and any other security which will be converted into equity shares. Note: The above Schedule of Listing Fee is uniformly applicable for all the companies irrespective of whether the Exchange is Regional or Non Regional. The Common Seal of the above named ____________________________________ was hereunto affixed pursuant to a resolution passed at a meeting of the Board of Directors held on the _______ day of ___________ 19____ in the presence of _________________________________________________________ Director(s) of the Company. _____________________________ (Signature of the Director) _____________________________ (Signature of the Director) (last updated on September 14, 2001) (Securities and Exchange Board of India (SEBI) vide its letter FITTC/TO/NB/17172/99 dt. September 2, 1999 informed the Exchange that the following regulations of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 require acquirer/target company to file certain information with Stock Exchanges where shares of target company (term as defined in SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 are listed. To view the standard formats of the reports click on respective regulations.) Regulation 3(3) Regulation 7(3) Regulation 8(3) Name of the Target Company (T.C) Name of acquirer(s) along with PAC {referred together as "acquirers" hereinafter} Shareholding/voting rights of acquirer(s) in T.C Before the said Acquisition Proposed after the said Acquisition No. of shares % (shares/voting rights) No. of shares % (shares/voting rights) Type of acquisition (By way of public/rights/preferential allotment/inter-se-transfer) Please specify In case, the acquisition is by way of inter-se transfer as per regulations, disclose names of transferors and their shareholding in T.C before transfer No. and % of shares voting rights of T.C proposed to be acquired through the acquisition Acquisition price per share Date of proposed acquisition Format for informing details of acquisition to Stock Exchanges by target company, in terms of Regulation 7(3) Name of Target Company (Reporting company) Date of reporting Name of Stock exchanges where shares of reporting company are listed   Details of acquisition as informed u/r/ 7(1) Name of Acquirer(s) Date of Acquisition/date of receipt of intimation of allotment by acquirer Mode of acquistion (market purchases / interse transfer / public / rights / preferential offer etc.) No. & % of shares/voting rights acquired Shareholding of acquirers stated at (A) before acquisition (in terms of No. & % of shares/VRs) Shareholding of acquirer(s) stated at (A) after acquisition (In terms of No. & % of shares/VRs) (A) (B) (C) (D) (E) (F) Format for informing details of shareholding {obtained u/r 8(1) & 8(2) from acquirer(s)} by target company to Stock Exchanges, in terms of Regulation 8(3) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 1997 Name of the Target company (Reporting company) Date of Reporting Name of Stock Exchanges where shares of reporting company are listed (I) Information about persons holding more than 15% shares or voting rights (VRs) Names of persons holding more than 15% shares or voting rights Details of shareholding/voting rights of persons mentioned at (A) as informed u/r/ 8(1) to target company) Names As on March 31 (Current year) As on March 31 (Previous year) Changes, if any between (A) & (B) As on record date for dividend (current year) As on record date for dividend (previous year) Changes, if any between (D) & (E) (A) (B) (C) (D) (E) (F) (II) Promoter(s) or every person having control over a company and also persons acting in concert with him Names of promoter(s) or every person(s) having control over a company and persons acting in concert with him Shareholding/Voting rights of persons mentioned at (II) as informed to target company u/r 8(2) As on March 31 (Current year) As on March 31 (Previous year) Changes, if any between (A) & (B) As on record date for dividend (current year) As on record date for dividend (previous year) Changes, if any between (D) & (E) (A) (B) (C) (D) (E) (F) Signed by authorised signatory Place: Date: THE STOCK EXCHANGE, MUMBAI. Form of Shareholding Pattern (Please return this form duly filled in to the Corporate Development Department - Publication Section) ------------------------------------------------------------------------- Name of the Company: ________________________________________________ Financial Year Ending: ________________________________________________ Shareholding Pattern as on: ________________________________________________ A. Category Equity Shares % of Col.2 No.of Shareholders % of Col.4 (1) (2) (3) (4) (5) 1. Promoters * Indian Promoters * Directors & Relatives * Bodies Corporates (Holding Companies & Subsidiaries & Affiliates) * Foreign Promoters * Foreign Collaborators: Sub Total (Names and addresses of entire Promoter Group should be given as an Annexure) 2. Government Sponsored Financial Institutions/Indian Financial Institutions * LIC * UTI * IFCI * IDBI * ICICI * GIC & SUBS * BANKS * GOVT COS * CENTRAL GOVT * STATE GOVT * STATE FINANCIAL CORPS. * MUTUAL FUNDS Sub Total 3. Foreign Holding * FII * NRI * OCB's * Foreign Nationals Sub Total (Names and addresses of entire Foreign Holdings should be given as an Annexure) 4. Other Bodies Corp. (Names and addresses should be given as an Annexure) 5. Indian Public 6. Any Other (Please specify) Grand Total B. Names and addresses of top 50 Shareholders including telephone numbers, fax and email should be given C. Fax Number and E mail address of Company Date: _________________________ AUTHORISED SIGNATORY. NOTES: Please submit this form in duplicate. You may add new category of allottees under "any other". The information submitted in this form should be as latest & current as possible. Shareholding pattern for company's other securities such as Fully Convertible Debentures/Partly Convertible Debentures, Warrants etc. should be seperately furnished in the above format. For that purpose you may take xerox copy of this form, if required.