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SCHEME OF AMALGAMATIONBETWEENXYZ LIMITED AND ITS MEMBERSANDA 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 1...

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 PROJECTTHIS 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 her...

AGREEMENTBETWEEN 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 ent...

1 Underwriting agreements The object of underwriting is to insure against the risk that shares debentures or debenture stock offered by a company for subscription may not be taken up For floatation of share debenture capital a company is generally required to have the public issue fully underwritten to insure that all the shares and debentures are taken up by the investor and thus the required capital is raised The underwritten provides an assurance against the risk of under subscription a Payment of commission to underwriter The underwriters are entitled to commission Section 76 of the Companies Act 1956 provides as follows 76 1 A company may pay a commission to any person in consideration of a his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares in or debentures of the company orb his procuring or agreeing to procure subscription whether absolute or conditional for any shares in or debentures of the company If the following...

Notesa Indicate by way of note total expenditure incurred onStaff CostAny 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 su...

Listing AgreementAgreement made this day of By a Company duly formed and registered under the Indian Companies Act and having its Registered Office in hereinafter called the Company WITH THE STOCK EXCHANGE OF MUMBAI hereinafter called the Exchange WitnessesWHEREAS the Company has filed with the Exchange an application for listing its securities more particularly described in Schedule I annexed hereto and made a part hereofAND WHEREAS it is a requirement of the Exchange that there must be filed with the application an agreement in terms hereinafter appearing to qualify for the admission and continuance of the said securities upon the list of the ExchangeNOW THEREFORE in consideration of the Exchange listing the said securities the Company hereby covenants and agrees with the Exchange as follows 1 The Company agrees a that Letters of Allotment will be issued simultaneously and that in the event of its being impossible to issue Letters of Reg...

PART 1 DEFINITIONS AND INTERPRETATION1 Defined terms1 The special meanings given to certain words and phrases in the articles are set out in the index of defined terms 2 Where a word or phrase is defined in the index of defined terms other grammatical forms of that word or phrase used in the articles shall have a meaning which corresponds to that definition PART 2 DIRECTORSDIRECTORS POWERS AND RESPONSIBILITIES2 1 2 Directors general authoritySubject to the Companies Acts and the articles the directors a shall manage the companys business andb may exercise all the powers of the company for any purpose connected with the companys business c 1 d 2 e 1 f 2 3 Members reserve power1 The members may by special resolution order the directors to act or refrain from acting in a particular way2 No such special resolution shall invalidate anything which the directors have already done DELEGATION OF DIRECTORS POWERS AND RESPONSIBILITIES1 1 2 2 3 3 4 Directors may delegate...

This agreement made this day of by a Company any other body duly formed and registered under the relevant Act and having its Registered office at hereinafter called the Issuer with the NATIONAL STOCK EXCHANGE OF INDIA LIMITED hereinafter called the NSE WitnessethWHEREAS the Issuer has filed with the NSE an application for listing its securities more particularly described in Schedule I Schedule II annexed hereto and made a part hereof AND WHEREAS it is a requirement of the NSE that there must be filed with the application an agreement in terms hereinafter appearing to qualify for the admission and continuance of the said securities upon the list of the NSE NOW THEREFORE in consideration of the NSE having agreed to list the said securities the Issuer hereby covenan...

Format for publication of Annual audited results Companies opting to give audited results instead of unaudited fourth quarter results Annexure I Rs in lacs Particulars 1 Figures for the 9 months 2 Figures for the last quarter 3 Figures for the corresponding quarter of the previous year 4 Audited figures for the current year 5 Audited figures for the previous year1 Net ales Incomefrom Operations1 2 Other Income2 3 Total expenditurea Increase decrease in stock in tradeb Consumption of raw materials c Staff costc Other expenditured Any item exceeding 10 of the total expenditure to be shown separately 1 2 3 4 Interest5 Depreciation6 Profit Loss before tax 1 2 3 4 5 7 Provision for taxation8 Net Profit Loss 6 7 9 Paid up equity share capital face value of the share shall be indicated 10 Reserves excluding revaluation reserves as per balance sheet of previous accounting year to be given in column 5 11 Basic and diluted EPS for the period for the...

MEMORANDUM OF UNDERSTANDINGABCNDXYZ 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 Ind...