Preliminary Agreement To Takeover Business: Form No. 1

2467
Form No. 1
Preliminary Agreement
to Takeover Business
This agreement is made at ... (city) on the ...... day of .... 20....
between
Mr. A, residing at ................ hereinafter referred to as the Vendor
(Which expression unless be repugnant to the context or meaning thereof
be deemed to include his heirs, executors, administrators and assigns)
of the One Part :
and
Mr. X, residing at .......... Mr. Y residing at ........ and Mr. Z residing at
............... hereinafter referred to as the Promoters (Which expression unless be repugnant to the context or meaning thereof be deemed to include
his heirs, executors, administrators and assigns) of the OTHER PAR T;
WHEREAS 1. The Vendor is carrying on business as sole proprietor of manufacturing products mentioned in the First Schedule hereinafter referred to
as the said products.
2. The Vendor is carrying on the manufacture of the said products at
his factory premises at ... and which premises consist of a plot of land
with a factory shed and other incidental structures described in the Second Schedule.
3. A detail inventory of the machinery, tools, equipment and other
articles and things in the said factory is mentioned in the Third Schedule.
4. The Vendor has represented and hereby declares that the said factory premises, machinery etc. are mortgaged to the Bank of ... to secure
a term loan of Rs. ... with interest at ... per cent per annum but except
that there is no other encumbrance on the said property.
5. The Vendor is facing with shortage of funds and knowing this the
Promoters have approached the Vendor with a proposal that the Promoters will form and register a private company limited by shares under the
Companies Act, 1956, and the Company will take over the said business
of the Vendor together with all the assets belonging thereto on the following terms and conditions to which the Vendor has agreed.
NOW IT IS AGREED BETWEEN THE PAR TIES HERETO AS FOLLOWS:
1. The Promoters shall form and register a private company limited
by shares under the Companies Act, 1956 and they will be the first subscribers to the Memorandum & Articles of Association of the Company.
2. The name of the Company will be ... being the name in which the
Vendor is carrying on his said business, subject to the same being approved by the Registrar of Companies. If the said name is not approved,
such other name will be given to the Company as will be acceptable to the
Vendor and approved by the Registrar of Companies.
3. The authorised or nominal capital of the Company will be Rs. ...
divided into ... equity shares of Rs. 100/- each.
2468
PRELIMINARY AGREEMENT TO TAKEOVER BUSINESS
4. The draft of the Memorandum & Articles of Association of the said

Company has been kept ready and approved by the parties hereto.
5. The main object of the said Company will be to take over the said
business of the Vendor as a going concern together with the assets mentioned in the Second and Third Schedule hereunder written but subject
to the said mortgage created in favour of the said Bank of ... and to carry
on the business of manufacturing the said products. The incidental and
other objects of the said Company will be as set out in the said draft of
Memorandum of Association.
6. The said business of the Vendor together with the said assets and
the goodwill thereof but subject to the said mortgage are valued at Rs.
... Out of the said amount a sum of Rs. ___ has been paid by the Promoters for and on behalf of and for the benefit of the said proposed company,
to the Vendors, as earnest and out of the balance a sum of Rs. ... will be
paid to the Vendor in cash and the remaining amount of Rs. ... will be
paid and deemed to be paid by allotting equity shares of the face value of
Rs. ... each in the capital of the said Company.
7. The Vendor will obtain the consent of the Bank to the transfer of
the said business with assets to the proposed company and to the company taking over the liability of the said mortgage on such terms as the
Bank may stipulate.
8. The costs of and incidental to the registration of the said Company
will be initially spent by the Promoters and after registration of the Company, they will be reimbursed out of the funds of the Company.
9. On the registration of the Company the Vendor shall transfer the
said business together with the assets thereof described in the Second
and Third Schedule with all stock-in trade, in consideration of the said
sum of Rs. ... to be paid to the Vendor partly in cash and partly by allotment of shares as aforesaid and he will execute all necessary documents
of transfer as will be required under the legal advice of the lawyers to be
appointed by the Promoters. The capital gains tax if any payable on the
transfer of such assets will be paid by the Vendor and the Vendor will indemnify and keep indemnified the Promoters as well as the said Company
against any such liability.
10. All the expenses of and incidental to such documents of transfer
including stamp duty and registration charges will be borne by the said
Company.
11. The Promoters and the Vendor will be the first directors of the
said company and one of the promoters will be the Chairman of the Board
of Directors.
12. The Vendor will be in charge of the business of the Company and
will make available to the Company all the know-how and technical expertise. The Vendor will be paid remuneration as may be decided by the
Board but it will not be less than Rs. ... per month.
13. On the registration of the Company the Directors shall allot the
said shares of the face value of Rs. ... to the Vendor as aforesaid and shall
also allot shares of the face value of Rs. ... to each of the said Promoters
and which will be payable in cash.
14. On registration of the Company the Board of Directors constituted
as aforesaid will adopt this agreement so as to be binding on the Company
and the Company as well as the Promoters and the Vendor will also ex-
PRELIMINARY AGREEMENT TO TAKEOVER BUSINESS
2469
ecute such document or documents in favour of the said Bank as may be

necessary for taking over the said mortgage liability by the said Company.
15. If the Bank for any reason refuses to give its consent to the transfer of the said business and the assets to the company, this agreement
will be treated as cancelled. Such consent will be obtained by the Vendor
before the registration of the Company.
16. The Vendor agrees and undertakes that so long as he will be the
share holder and director of the Company he will not start any similar
business alone or in collaboration with any other person or make the
know-how and technical expertise available to any other person.
17. Except as aforesaid, all liabilities outstanding on the date of
transfer, in respect of the said business, if any, and the liabilities by way
of income tax, sales tax and other taxes of the Vendor will be borne and
paid by the Vendor and he shall hold the Promoters and the Company
indemnified against the same.
THE
x
THE
x
THE
x
FIRST SCHEDULE ABOVE REFERRED TO :

x
x
x
SECOND SCHEDULE ABOVE REFERRED TO :

x
x
x
THIRD SCHEDULE ABOVE REFERRED TO :

x
x
x
IN WITNESS WHEREOF the parties have put their hands the day and
year first hereinabove written.
(1)
Sign : Witnesses

Name :
1)

Address :
2)

(Vendor)
(for vendor)
(2) Sign :
Witnesses

Name :
1)

Address :
2)

(Promoter)
(for promoters)
______________
___________________
Stamp Duty : This document will require a stamp duty under Article 5(c) of the
Indian Stamp Act or corresponding Articiles of State Acts.
Registration : This document is not required to be registered.
Stamp Duty, eStamping & Registration : See the Indian Stamp Act, 1899 (2 of
1899), Rates of Stamp Duty in various States, eStamping and Compulsorily & Optionally Registrable Documents under the Registration Act, 1908 (16 of 1908) in later Part
VIII [Chapters 1 to 8] on Stamp Duty, eStamping & Registration of Deeds & Documents

Preliminary Agreement To Takeover Business: Form No. 1

Uploaded by

Copyright:

Available Formats

Preliminary Agreement To Takeover Business: Form No. 1

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Preliminary Agreement To Takeover Business: Form No. 1

Uploaded by

Copyright:

Available Formats

2467

PRELIMINARY AGREEMENT TO TAKEOVER BUSINESS

4. The draft of the Memorandum & Articles of Association of the said

PRELIMINARY AGREEMENT TO TAKEOVER BUSINESS

ecute such document or documents in favour of the said Bank as may be

FIRST SCHEDULE ABOVE REFERRED TO :

You might also like

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.