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