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Agreement between two Companies to Amalgamate by Sale of one to the other
This AGREEMENT is made on this………….. day of………….. between………….. Ltd.,
a company incorporated under the Companies Act, 2013 and having its Registered Office at………….. (hereinafter referred to as the “Vendor”, which expression shall, unless repugnant to the context or contrary to the meaning thereof, include its successors and assigns) to the one part
and
………….. Ltd., a company incorporated under the Companies Act, 2013 and having its Registered Office at………….. (hereinafter referred to as “the company”, which term shall, unless repugnant to the context or contrary to the meaning thereof, include its successors or assigns) of the other part.
WHEREAS the vendor was incorporated in the year………….. with an authorised share capital of Rs. ten lakhs divided into one lakh Equity Shares of Rs. ten each and its Memorandum of Association contains a provision that the company shall have the power to sell, transfer or otherwise dispose of the whole or any part of the business and undertaking of the vendor company and to accept in consideration, cash or shares or debentures or debenture stock or other securities of any other company and to distribute among the members in specie or otherwise any surplus assets remaining in the winding-up of the vendor company.
AND WHEREAS the company was incorporated under the Companies Act, 2013 in the year………….. with an authorised share capital of Rs. fifty lakhs divided into five lakh Equity Shares of Rs. ten each and its Memorandum of Association contains a provision that the company may acquire by purchase or otherwise the business and undertaking, in part or whole of any other company or companies having any of the purposes or objects same or similar to those of the company. AND WHEREAS the Articles of Association of the company also provide that the company is empowered to increase its share capital.
IT IS HEREBY AGREED AS FOLLOWS:
1. The vendor shall sell and the company shall purchase the whole of the business undertaking, assets and property of the vendor, benefits of all securities which shall include cheques and bills given to the vendor from time to time in consideration or payment thereof, benefits of subsisting contracts, and debts due to the vendor relating to the business of the vendor as a running concern from the day of………….. The said purchase shall not include the uncalled capital of the vendor. Up to the aforesaid date for the aforesaid purchase the vendor shall continue to carry on the business for the benefit of the company.
2. From the aforesaid date of the aforesaid purchase the company shall be liable for all the debts and liabilities of the vendor and shall be liable to perform all its engagements. The vendor shall be indemnifiedby the company against all claims and demands. The company shall defend all actions and proceedings against the vendor who shall also be indemnified in respect of such actions and proceedings.
3. The company shall pay to the vendor Rs. seven lakhs as consideration for the aforesaid purchase and out of the aforesaid consideration Rs. five lakhs shall be paid in cash and the balance of Rs. two lakhs shall be paid to the vendor by allotment of twenty thousand Equity Shares of Rs. ten each in the capital of the company credited as fully paid-up shares. For the allotment of the aforesaid shares, the vendor has conveyed its acceptance, vide its letter No………….. dated…………..
4. The company shall create and issue five lakh Equity Share of Rs. ten each to increase its shares capital as aforesaid and for the same purpose the company shall pass a resolution in accordance with the Articles of Association of the company and in accordance with the provisions of the Companies Act, 2013.
5. For the purpose of Stamp Duty, the value of the immoveable properties of the vendor shall be fixed for Rs………….. and the goodwill benefits of contracts and securities, debts, stock, fittings and fixture and all other properties of the vendor shall be valued at Rs…………..
6. The title deeds to all the immoveable and other properties of the vendor and an abstract of all the properties of the vendor, the sale of which is hereby agreed shall be handed over to the company within thirty days from this day………….. of………….. The company shall accept the same titles sufficient in all respects.
7. On the………….. day of………….., the vendor shall be paid Rs. five lakhs in cash and shall be delivered the certificates showing that the company shall have allotted twenty thousand Equity Shares of Rs. 10 each fully paid- up of the share capital of the company.
8. Thereupon, the purchase shall be deemed to have been completed and the vendor shall execute necessary documents and do all things and give assurance as may be necessary and reasonable for the vesting of all the properties, the subject matter of the aforesaid purchase by the company.
IN WITNESS WHEREOF the parties hereto have set their hands and seals. Signatures and seals of the parties.
A Specimen of the Letter of Offer to the Prospective Company Secretary Name and Address of the company. Ref. No.................. Date: Mr………….………... …………..………….. Dear Sir, I have been directed to advise you that the Board of Directors of the company have decided to appoint you as Secretary of the company and the said assignment is hereby offered to you. You are requested to join the service of the company on or before………….. and contact the undersigned so that you may be introduced to the concerned persons before you start functioning. You will be considered to have been appointed with effect from the day you actually join duty. 2. The company shall pay to you a monthly basic salary of Rs……. in the time scale of pay of Rs……………………… with other allowances as are applicable to other employees of the company in the same time scale of pay. 3. You will enjoy other benefits like the medical expenses reimbursement, leave travel allowance, bonus etc. as may be permissible under the company’s service rules. 4. You shall be allowed casual leave/sick leave/festival holidays, weekly off days and earned leave as per rules of the company. 5. You will be on probation for a period of six months and on your services during the said probation period being found satisfactory the Board of Directors may consider you for confirmation in the said post. 6. During the period of your probation, your services may be terminated by the company without any notice and you may also leave the service of the company at twenty-four hours’ notice. On confirmation, however, the contract of’ employment may be terminated by either party by giving the other, thirty days’ written notice or paying thirty days’ salary in lieu thereof. 7. The company may terminate your services even after confirmation without giving you any notice if you are found by the Board of Directors of the company not performing your assigned duties and your statutory duties properly and to the satisfaction of the Board. 8. As Company Secretary you shall be exclusively responsible: (a) for complying with all the provisions of the Companies Act and the various Rules framed thereunder and other laws applicable to the company; (b) maintaining all the statutory and non-statutory essential registers, books, files, records, papers etc.; (c) preparing and filing with the Registrar of Companies and other concerned authorities the required reports, returns, documents, papers etc. complete in all respects and within the prescribed periods of time; and (d) for carrying out the instructions, directions and advice of the Board of Directors of the company given to you from time to time. (e) ensuring the adherences of applicable secretarial standards. 9. You shall devote your whole time and attention to the work of the company during your tenure as Company Secretary and shall work with due diligence and using your abilities to your best. You shall obey the orders of the Board of Directors of the company. You shall do your best to promote the interest of the company and shall faithfully serve the company. 10. You shall not disclose to any unauthorised person during your employment as Secretary of the company an information obtained by you in relation to the business and corporate policies of the company with special reference to the company’s policy regarding the issue of rights shares, bonus shares, time and quantum of payment and/or declaration and payment of dividends from time to time. Please convey your acceptance of the offer and the terms and conditions attached thereto by signing the carbon copy of this letter and returning the same to the company within a period of seven days from the receipt hereof. Thanking you. Yours truly For…………..Ltd. (…………..…………..) Managing DirectorI accept the above offer of the post of Company Secretary with all the terms and conditions attached thereto and shall join on………….. (…………..…………..) Company Secretary
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