Agreement of Amalgamation of One Company with Another
This agreement is made on this 5th day of June 2000 between AB Co. Ltd., a company registered under the Companies Act 1956 and having its
registered office at	(hereinafter called the vendor)
of the One Part and XY & Co. Ltd., a company registered under the
Companies Act 1956 and having its registered office at	
	(hereinafter called the purchaser) of the Other Part.
Whereas the vendor is a company limited by shares with a capital of Rs. 50 lakhs divided into 50,000 shares of Rs. 100 each;
And whereas the vendor has under its Memorandum of Association the necessary rights and powers to sell, transfer or convey the business of the company in whole or in part with all its undertakings, assets, pending contracts and other rights whatsoever for adequate consideration in cash, shares, debentures or such other securities;
And whereas the purchaser is a company limited by shares with a share capital of Rs. 100 lakhs divided into 1,00,000 shares of Rs. 100 each;
And whereas all the shares of purchaser have been allotted and paid-up and the purchaser is authorised under its Memorandum of Association to increase its share capital;
And whereas the purchaser has the power under its Memorandum of Association to purchase the business of any other company similar to the one carried on by it as a running concern with all its assets, rights and liabilities whatsoever;
And whereas the vendor has agreed to amalgamate with the purchaser
and it has passed necessary resolution for that purpose on	 and the purchaser has also passed the necessary resolution on 	 for taking over the business of the vendor with all its undertakings, assets and liabilities.
Now these presents witnesseth and the parties hereby agree as follows:
1. The purchaser shall forthwith pass the necessary resolution to increase
its share capital to Rs. 150 lakhs by the creation and issue of 50,000 shares of
the value of Rs. 100 each ranking pari passu in all respects with its present
shares.
2. The vendor shall sell and the purchaser shall purchase and take over
the entire business of the vendor with all its undertakings, rights, assets
and liabilities whatsoever with effect from the_ day of _for consideration of Rs. 60 lakhs agreed to be paid to the vendor in the manner as follows:
A Rs. 10 lakhs in cash; and the balance
B Rs. 50 lakhs by issue of shares to the vendor
or to such persons as the vendor may direct, which shares shall be treated as fully paid-up.
3. As for the	day of	the purchaser shall be entitled to the business of the vendor with all its undertakings, rights, securities and liabilities whatsoever and wherever situate and shall thenceforward be entitled to carry on the business, realise the securities without any let or hindrance from the vendor company or any one claiming through or under it.
4. Upto the above said	day of	when the business of the vendor is taken over as above the vendor shall carry on its business for and on behalf of the purchaser.
5. On or before the expiry of	days from the date of taking over of business as above the vendor shall deliver to the purchaser all title deeds of the properties and the premises belonging to it along with an abstract report regarding its title to the properties and premises. The defects, if any, to the title of the vendor to the said properties and premises shall be intimated to the vendor in writing within____days after receipt of the title deeds and abstract of title and if no objection is lodged within the time prescribed as above the purchaser must be deemed to have accepted the title.
6. The purchase shall be completed on 	 the 	 to at the office of the purchaser's Solicitors when the purchaser
shall pay the said sum of Rs. 10 lakhs in cash or Bank Draft and shall hand over the Certificates for Rs. 50 lakhs of the said shares and thereupon the VENDOR and all other necessary parties shall execute all such deeds and do such things as may be reasonably required for vesting all the properties agreed to be sold in the purchaser.
7. The entire staff of the vendor company shall be taken over and
maintained by the purchaser company with effect from the aforesaid date
of taking over on the same terms and conditions as those are at present
prevailing.
8. For the purpose of stamp duty the value of goodwill fittings and
fixtures, book debts, contracts, patents, designs and trade marks,
belonging to the vendor shall be taken as Rs. 10 lakhs and the value
of all other properties of the vendor hereby agreed to be sold at Rs. 50
lakhs.
In witness whereof the parties hereto executed these presents on the day, month and year first above-written.
Signed,   sealed and   delivered
by Mr.	
pursuant to Board Resolution
dated	 of the vendor
AB Co. Ltd. in the presence of:	VENDOR
Signed,   sealed and delivered
by Mr.	
pursuant to Board Resolution
dated	ofXY& Co. Ltd.
in the presence of:	purchaser
Conversion of firm into Company
The Companies Act 1956 in Part IX, section 567 makes provision as to Companies and firms authorised to register under the Act. The section provides inter alia that before the Registration of a Joint-stock Company there shall be delivered to the Registrar of Companies a list containing the names, addresses and occupation of all persons who were the members of the firm, their shares, a copy of the Deed of Partnership, a Statement specifying the nominal share capital, number of shares taken by each of the members and the name of the company to be registered with the word "Limited". This section can be taken as the enabling provision for conversion of a partnership firm into a Limited Company. The existing partnership firm is required to execute a document in the line of the Memorandum of Association containing the requirements of this section.
Suggested Form
Company Limited by Shares
Memorandum and Articles of Association of Industrial Company Pvt. Ltd.
Memorandum of association made this 15th day of September 2000 between
S. Tanton residing at	by occupation business
of the first part, T.Tanton residing at	by occupation
business of the second part, U. Tanton, residing at	
by profession business of the third PAST, V. Tanton residing at	 by occupation business of the fourth part, W. Tanton, residing at	by occupation business of the fifth part,
X. Tanton residing at	by occupation business of the sixth part and Y. Tanton residing at	by occupation business of the seventh part.
Whereas the parties on the first part to seventh part are carrying on
business in partnership under the name and style of Industrial Company
in Delhi having several branches in South, East and West of India under a
Registered Deed of Partnership dated	
And whereas the firm has been carrying on business as manufacturer of and dealer in all kinds of Computer Hardware and Softwares and import and export of all sorts of goods in connection therewith.
And whereas the said Partners have adjusted their rights and accounts with the intention to register a Joint Stock Company under the name and style of Industrial Company Pvt. Ltd. for the purpose of carrying on the said business of Partnership with a nominal Share Capital of Rs. 7,00,000 divided into 70,000 Equity Shares of Rs. 10 each.
And whereas the said parties have agreed that the share-holding of each of them in the said Joint Stock Company would be 10,000 shares each fully paid-up.
And whereas for the better and efficient management of and expansion of the said business the said parties have/agreed that the said Joint Stock Company be governed by the Articles of Association containing the regulations for the day-to-day management of the company particulars whereof is mentioned in Schedule 'A' hereto.
And whereas the assets and properties of the said partnership firm would be the assets and properties of the Joint Stock Company, the particulars whereof are given in Schedule 'B' hereto.
And whereas the parties have agreed that the said partnership firm and the Joint Stock Company would be and continue to be bound by the regulations and the parties among themselves will be governed by these presents and the said Articles of Association.
Now these presents witnesseth that the said parties in relation to all acts and deeds hereby agree and undertake as follows:
1. The name of the company is Industrial Company Pvt. Ltd.
2. The Registered Office of the company will be situated in Delhi.
3. (a) The main objects to be pursued by the company on its incorporation are the manufacturing and dealing in all sorts of Computer, Hardware and Software and exporting thereof;
(b) The objects incidental or ancillary to the attainment of the above main objects are the acquisition, construction, building,
setting-up and provisions of establishment for the tool shops, assembly lines, packaging units and workshops for training the personnel and establishing infrastructure for the Computer industry as are conducive to the attainment of foregoing objects;
(c) The other objects for which the company is established are carrying on the business of, dealing in as exporter and importer of computer goods and in connection with the business to borrow moneys give Guarantees, make inter-corporate deposits, accept deposits, borrow money from banks and financial institutions and to do all other acts which are necessary for carrying on the business of company.
4. The liability of members is limited.
5. The share capital of the company is Rs. 7,00,000 divided into 70,000 Equity Shares of Rs. 10 each.
Schedule A
The Articles of Association of Industrial Company Pvt. Ltd. being the regulations for the management of the company as contained in Table 'A' of First Schedule of the Companies Act 1956 with necessary modifications to suit the members.
Schedule B
(Particulars of assets and properties taken over from the partnership firm after accounts being adjusted.)
We, several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Dated the	
day of	2000	K.P. Joshi, Auditor
Witness to the above signatures