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Sales Agency Agreement Draft Sales Agency Agreement The below mentioned and undersigned representatives of XYZ on the one part And M/s_____________________________ _____________________________ _____________________________ (hereinafter referred to as " * ") on the other part On dated......have made the following agreement. Article 1 1.     " XYZ" undertakes to develop on the contractual territory India Legal agency activity for (" ") in the spirit of developing Business relations. "XYZ" activities according to contract to promote (" ") product range from (products you deal in) supply to all related Facilities in India. 2.     In the Contractual territory (" * ") has right to conclude regarding the contractual subject direct business transactions, however the copy of all direct dealing will be provided to "XYZ" for local support. 3.     "XYZ" will undertake discussions on the behalf of (" ") with local supplier /Partners and long term business opportunities and other services agencies to support (" ") to support business activities. "XYZ" will inform all discussion with such Parties to (" ") and such association will be finalized only subject to final clearance from (" "). 4.     "XYZ" will support (" ") to locate local partners for technologies transfer, assembling support, technical support and will undertake marketing planning etc. for (" "). 5.     (" ") gives authority to ("XYZ" to represent them self as a Authorized Representative / agents in India for (" "), related to products they deal in and permitted too. Article 2 "XYZ" will exercise his agent's activity with professional care and to this aim they will especially: a.     "XYZ" will promote (" * ") and introduce their products through their business-to-business portal to their regular clients as well as to registered buyers on regular basis. b.    Ensure sales and see to their enlargement and increasement of the volume according to the instructions of (" * "). c.     "XYZ" will mediate business transactions only clients of good reputation where there is guarantee of fulfilling of the obligations. ("XYZ") will follow the economic and property situation of the clients till the payments of the cost price and will inform (" * ") d.    "XYZ" will send to (" ") regularly minimally yearly marketing analyses and informations on the contractual subject and inform (" ") on sale possibilities. e.     "XYZ" will help the staff of (" ") - who will visit the contractual territory - by advice and arrange meetings, presentations, participations in exhibition and all other services required during their stay to promote the (" ") in Contractual Territory. f.     F) "XYZ" will inform (" ") on all circumstances that might have influence on the sales (regulations concerning prices, customs, pricing etc.) and will supply (" ") with recommendations to remove obstacles and difficulties, which might result from situation at that time in order to protect (" * ") interest to procure the orders in the contractual territory. g.    If necessary, "XYZ" shall introduce (" ") to experienced local manufacturers and/ or contractor with good reputation, and steel structure processing facilities, so that (" ") could be competitive by utilizing local resources. h.     "XYZ" will not inform third person / party which "XYZ" received in relation with fulfilling this agreement unless this concerns information meant by (" * ") to be passed on to the clients. Article 3 "XYZ" is not entitled to make on behalf of (" * ") and to her account any legal actions without a special full power given in writing, especially to sign contracts, to approve damage claims etc. Article 4 Obligations of the (" * ") 1.     (" * "), will supply sufficient product information, technical details, the company brochure / product brochure in sufficient quantity to promote aggressively. 2.     (" "), will provide all promotional cost, bidding cost etc. in case (" ") agree to participate in bidding process. 3.     "XYZ" undertake to co-operate with (" ") in the field of publicity and promotion of the subject of the agreement and to assist (" ") during participation in fairs and exhibitions in the contractual territory. The expenditure must be arranged by (" * "). 4.     "XYZ" undertakes to take full care of the publicity material "XYZ" receive from (" * "), to distribute it efficiently and to ensure that it is not abused by the competition. 5.     (" * ") will furnish quotes (prices) with minimum 3 months validity along with the relevant details to "XYZ". And in case want to change any terms & conditions will inform "XYZ" well in advance. Article 5 1.     1 Each party will pay itself its own postage, telegraph and other expenses resulting from this agreement. 2.     If it is necessary - according to the valid regulations in the contractual territory - to register this agreement with the authorities the agent is obliged to provide for the registration at his costs and after expiration of the contract "XYZ" is obliged to provide for the deletion from the register files and to inform (" * ") about on this. During his agent activity "XYZ" is responsible for respecting legal rules and regulations valid in the contractual territory. 3.     This agreement does not create an employment for "XYZ". 4.     "XYZ" have not the right to register for herself the firm's name (" * ") even after cancellation of this agreement. 5.     "XYZ" has no right to code wholly or partially his own rights following from the present agreements to third party, however authorized to appoint consultant, if and when need to help "XYZ" for promotion of (" * ") Product range in contractual territory. Article 6 1.     "XYZ" agrees for association on commission basis, which will be paid subject to successful business. The percentage shall be determined according to the contract price and will be decided after mutual discussion between "XYZ" and (" ") before quoting price offer to the client. (" ") committing the commission to "XYZ" at that point of time along with payment terms etc. 2.     (" ") agree to pay some promotional cost to "XYZ". Subject to justification of such advance requirements to promote (" ") products in Indian Territory. 3.     In case of longterm contracts or of contracts with regular payments - for instance payments in short installments - an adequate payment for commissions from received payments will be agreed between (" * ") and "XYZ". 4.     The commission will be paid by (" ") within 30 Days from receiving the payment from the client - that means to the Bank account about which (" ") will be informed by the "XYZ" in writing, or another way of payment may be agreed between the "XYZ" and (" "). The commission will be paid in the currency used by the foreign client for payments to (" "). 5.     The commission covers all claims of the agent connected with his mediation work, however additional expenses may required and such expenses will be decided at the time of contract finalization will be included in commission part. Article 7 1.     This agreement is valid for a period of 3 years and can be prolonged by mutual agreement. 2.     This agreement can be cancelled before the time for which it has been signed either a.     by mutual agreement or b.    loss of the trade licence of any of the party, in case of declaring bankruptcy or compounding procedure or in case of the loss of possibilities to realize of this agreement through his mediation. The notice is realized by a registered letter to the last known address of the second contractual parties. The notice is made in time when it was posted before the beginning of notice term. Article 8 The relations resulting from this contract and legal consequences related to it including the questions of its validity or its invalidity are governed by the Indian La Article 9 All disputes which might arise in connection with this agreement will be settled in an amicable way in the first place. If the parties of this agreement will not reach an accord by friendly discussion all disputes will be referred to three arbitrators who will be appointed and will act in accordance with Rules of Arbitration Court of India. Both parties undertake to carry out the award of such arbitration and take it for final. This agreement is made in 2 copies for each party in English language. Date: ....................................................... ............................................................ Authorized Signatory Director for XYZ.com, ................................................... a unit of, (" * ") Matrix net-on-line Ltd. Download Word Document In English. (Rs.20/-)

Agreement between an Owner and an Architect for Construction of a Building Download Word Document In English. (Rs.10/-) this agreement made at ......... on this ....... day of........ 2000 and .......... between A, son of Shri X residing at .......... (hereinafter called "the Employer" which expression, unless it be repugnant to the context or meaning thereof be deemed to mean and include his heirs, administrators, executors, legal representatives, successors and assigns) of the ONE PART and Shri........... ......... carrying on business in the partnership name and style of M/s ......... , having their place of work at .......... (hereinafter called "the architects" which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include every partner for the time being of the said firm, the survivor or survivors of the legal representatives, administrators and assigns of the last survivor) of the OTHER PART. where as the employer is desirous of constructing a building for his residence at ........………. and Whereas the employer is desirous of appointing the architects as architects for the said building (hereinafter referred to as the "said works") and Where as the architects have accepted the said appointment on the terms and conditions hereinafter contained. Now, therefore, it is hereby agreed by and between the parties hereto as follows:- 1.     The employer appoints M/s............ Architects, as architects for the said works. 2.     The architects shall render the following services in connection with and in regard to the said works:- a.     Preparation of sketch designs (including carrying out necessary revisions till the sketch designs are finally approved by the employer), making approximate estimates to enable the employer to take a decision on the sketch designs; b.    Submission of the site plans and other drawings to the municipal corporation ........... and obtaining its approval; c.     Preparation of architectural working drawings, making structural calculations and preparing all structural, mechanical, sanitary, plumbing, drainage, electrical drawings, specifications, detailed estimates of cost or such other particulars as may be necessary for the preparation of bills of quantities; d.    Preparation of landscapes and planting drawings; e.     Preparation of six copies of the contract documents including all drawings, specifications, bill of quantities, or other particulars and such further details and drawings, as are necessary for the proper execution of the works; (f)Supervision and inspection of the said works by the general contractor, sub-contractor, consultant, etc. that may be engaged from time to time by visiting the site periodically; f.     To check measurements of works at site, checking contractor's bills, issuing periodical certificates for payment and passing and certifying accounts, so as to enable the employer to make payments to the contractors and making adjustment of all accounts between the contractors and the employer; g.    Submission of detailed account of the steel, cement and any such other material as the employer may specify, and certify the quantities utilised in the works; h.     Obtaining of building completion certificate and securing permission of Municipal Corporation or other authority for the occupation of the building and obtaining refund of deposits, if any, made by the employer to the Municipal Corporation or other authority; i.      Any other service connected with the said works usually and normally rendered by architects and not referred to in any of the items referred to above. 3.     The architects shall submit to the employer the sketch plans, tender documents, etc. within the period stipulated in the Schedule hereto annexed. 4.     The architects shall exercise all reasonable skill, care and diligence in the discharge of duties hereby covenanted to be performed by them and shall exercise such general superintendence and inspection in regard to the said works as may be necessary to ensure that the work is being executed in accordance with the working drawings and specifications aforesaid and that the work is free from defects and deficiencies. The architects shall be fully responsible for the structural soundness of the works. 5.     The construction cost shall not exceed Rs. ........... per square meter and should conform to the norms of ......... The construction cost shall not include:- a.     cost of land; b.    architects fees; c.     any services relating to fitting or fixtures not designed by the architects; and d.    soil testing fees. 6.     The architects shall not make any deviation, alteration, addition or omission from the approved drawings without the prior written consent of the employer. 7.     The architects shall on the completion of the work supply to the employer at their expenses two copies of one-eighth scale drawings (one of which shall be in tracing cloth); two complete sets of structural drawings and two sets of drawings sufficient to show the main lines of drainage, electrical installation and other essential services. 8.     The architects shall arrange for taking trial bores, test pits, or other preliminary tests required to be carried out before the commencement of the said works and submit their report to the employer. The cost of carrying out such tests shall be borne by the employer. 9.     The architects shall prepare a comprehensive program of work in consultation with the contractors, and arrange to have the work completed in an expeditious manner and in accordance with the program drawn up. 10.  The architects shall, at their own expenses engage a qualified (i) Electrical Engineer; and (ii) Sanitary, Drainage and Water Supply Consultant with the qualifications and experience approved by the employer to assist them in their work. 11.  Either party may terminate this agreement at any time by giving a written notice of two months to the other party. Even after the termination of their employment, the architects shall remain liable and be responsible for due certification/approval of any bills submitted by the contractors at any time, in respect of the work, executed before the termination of the architect's appointment; but shall not be entitled to additional remuneration therefor. If the architects shall close their business or die or become incapacitated from acting as such architects, then the Agreement shall stand terminated. If the architects fail to adhere to the time Schedule stipulated in the Schedule hereto annexed or the extended time which may be granted by the employer in its sole discretion, or in case there is any change in the constitution of the firm of the architects for any reason whatsoever, the employer shall be entitled to terminate this agreement and entrust the work to some other architect. 12.  The employer or the architects shall not assign, sublet or transfer their interest in this agreement without the written consent of the other. 13.  The employer shall pay to the architects as remuneration for the services to be rendered by the architects in relation to the said works, and in particular for the services hereinbefore mentioned, a fee calculated at the rate of 3% on the value of the works as estimated (including the authorised extra) or the value of the works actually executed and completed whichever is less. 14.  The employer shall pay fees to the architects in stages as follows:- a.     10% of the total fees, payable after completion and approval of the site plans by the employer; b.    30% of the total fees [less any amounts paid under clause (a) above], payable after completion of all drawings and the approval of site plan by the Municipal Corporation or other authorities; c.     10% on completion of detailed estimates, submission or recommendations on the contractor's rate to the employer, and execution of the contract documents for the various trades. The employer may make part payments in proportion to the services completed in respect of particular trades; d.    Out of the remaining 50% of the total fees, 30% of the total fees shall be paid by installments as the building work proceeds, and in proportion to the value of the said works as certified from time to time and balance 10% after final completion of the building and closing of accounts; e.     In case this agreement is terminated earlier, fees shall be paid to the architects for the actual services rendered as per stages referred to in this clause. 15.  If the architects fail to observe the time schedule, they shall be liable to pay to the employer-liquidated damages at the rate of Rs. ......... per day till the work remains incomplete. The employer shall be entitled to recover the said liquidated damages from any sum payable to the architects under this agreement. 16.  Notwithstanding anything contained hereinabove, it shall always be open to the employer to exclude from the scope of the services to be rendered by the architects under these presents the supervision and execution part of the project and reduce the scale of fees, in which case the terms, conditions, scale of fees, etc. shall be as detailed in the Annexure hereto. 17.  If any dispute, difference or question shall at any time arise between the parties as to the interpretation of this agreement or arising out of this agreement or as to the rights, liabilities and duties of the parties hereunder, or as to the execution of the said works, the same shall be referred to the arbitration and final decision of an arbitrator to be agreed upon and appointed by both the parties or in case of disagreement as to the appointment of a single arbitrator, to the appointment of two arbitrators one to be appointed by each party, which arbitrators shall, before taking upon themselves the burden of reference, appoint an umpire whose decision in the matter shall be binding on both the parties. It is hereby provided that the arbitrator so appointed shall make his award within six months from the date of the arbitrator or arbitrators, as the case may be, entering on the reference. This submission to arbitration shall be deemed to be a submission to arbitration within the meaning of Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator or arbitrators, as the case may be, shall be final and binding on the parties. The parties agree that if work under this agreement has not been completed at the time of reference of dispute to arbitration, the work shall continue during the arbitration proceedings and the employer shall make the payment to the architects within the provisions of this agreement and shall not withhold any money payable to the architects on account of arbitration proceedings unless authorised by the arbitrators. 18.  This agreement shall be executed in duplicate and the architects shall bear the stamp duty on the original. The employer shall retain the original and the architects shall retain the duplicate. In Witness Where of the parties hereto have subscribed their respective hands hereto and on a duplicate hereof on the day and year hereinabove first mentioned. Signed and delivered by the within named employer A Signed and delivered by the within named architects by its Managing Partner WITNESSES; 1. 2. Schedule Period 1.     Submission of site plan with in .......... days from the date of the execution of this agreement. 2.     Submission of the required plans with in .......... days from the to the Municipal Corporation and date of receipt other local authorities of employees approval of the site plan. 3.     Submission of detailed working with in .......... weeks from the drawings and estimates date of receipt of employer's approval of the site plans. 4.     Submission of architect's Within 2 weeks from the date of recommendations on the receipt of the tenders from the contractor's rates employer. 5.     Other drawings, etc., if any within a reasonable time.

Exclusive Distributorship Agreement This agreement made and entered into day of by and between ......................... INC, a corporation duly organized and existing under the laws of Taiwan with its principal place of business at Taipei Taiwan (hereinafter called Seller ) and .................................... LIMITED, a company registered under the Companies Act, 1956 with its principal place of business at .............................................. NEW DELHI, INDIA (hereinafter called Distributor ). Whereas Clause WHEREAS, Seller is desirous of exporting the products stipulated in article 4 hereof to the territory stipulated in Article 3 hereof and WHEREAS , Distributor is desirous of importing from Seller and selling the said products in the said territory; NOW, THEREFORE, in consideration of the promises and the mutual covenants to be faithfully performed herein contained, IT IS HEREBY AGREED AND UNDERSTOOD AS FOLLOWS: Article 1. Appointment During the effective period of this agreement, Seller hereby appoints Distributor as its exclusive distributor and Distributor accepts and assumes such appointment. Article 2. Privity The relationship hereby established between Seller and Distributor during the effective period of this Agreement, shall be solely that of Seller and Distributor has no authority to assume or create any obligation in the name of or of any kind on behalf of Seller. Article 3. Territory The territory covered under this Agreement shall be expressly combined to entire territory of INDIA. (hereinafter called territory ). Article 4. Products The products covered under this agreement shall be expressly confined to Uninterruptedly Power Supply (UPS) (hereinafter called Products). Article 5. Prices As applicable from time to time and conveyed by the Seller to the Distributor in writing & Distributor giving its consent in writing to the Seller. Article 6. Technical Improvement and Patent Application During the term of this Agreement, Seller shall furnish to Distributor any technical improvements and inventions relating to the Products made by Seller without any delay and free of charge. As Seller has right to apply for the issuance of patents thereon, Distributor agrees to make reasonable efforts to obtain such protection in India. During the term of this Agreement, Distributor agrees to furnish to Seller all technical improvement and inventions related to the Products required by Distributor without any delay and free of charge in consideration of services in Article 6-1 above. Article 7. After Sale Service Seller will provide one year full guarantee to Distributor after the shipping date. In case of faulty Products, Seller shall replace the faulty units with new All-in one PCB. Distributor shall send faulty PCB back to Seller for repairing. Whenever Seller has received a complaint as to the products from distributor, Seller shall immediately make investigation and take a proper action. Article 8. Exclusive Right In consideration of the exclusive right herein granted, Distributor shall not purchase, import, sell, distribute or otherwise deal in any products competitive with or similar to Products in Territory, and Seller shall not offer, sell or export Products to Territory through other channel than Distributor during the effective period of this Agreement. The Seller shall not provide assist, supply directly or indirectly to the technical details of the products to anyone in the Territory. Article 9.Minimum Purchase Distributor shall purchase at least US$ ……………………(U.S. Dollar …………………only ) of product during one (1) year ( 12 months ) during the effective period of this Agreement and its extension thereof, if any. Article 10.Individual Contract Each individual contract under this Agreement shall be subject to this Agreement but such contract shall be concluded and carried out by Seller's sale note or confirmation which shall set forth the terms, conditions, rights and obligations of the parties hereto arising from or in relation to or in connection with such contract except those stipulated in this Agreement. Article 11. Payment Payment by either irrevocable letter of credit or remittance by telegraphic transfer through bank. Letter of credit: Within 7 days after the receipt of Seller's confirmation of order, Distributor shall cause irrevocable confirmed Letter of Credit(s) available by Seller's sight draft to be established with a prime bank satisfactory to Seller. Remittance by Telegraphic Transfer. Payment shall be received by Seller 7 days prior to shipment effect. Article 12. Information and Report Both Seller and Distributor shall periodically and/or on the request of either party furnish information and market reports to each other to promote the sale of Products as much as possible. Distributor shall give Seller such reports as inventory, market conditions and other activities of Distributor. Article 13. Sales Promotion Distributor shall diligently and adequately advertise and promote the sale of Products throughout Territory. Seller shall furnish with or without charge to Distributor reasonable quantity of advertising literatures, catalogues, leaflets, folders etc. Representatives of Seller may periodically visit Distributor and advise Distributor in methods and means best suited to promote the sale of Products throughout Territory. Article 14. Industrial Property Rights Distributor may use the trade-mark(s) of Seller during the effective period of this Agreement only in connection with the sales of Products, provided that even after the termination of this Agreement Distributor may use the trade-mark(s) in connection with the sale of Products held by it in stock at the time of termination. Distributor shall also acknowledge that any and all patents, trademarks, copyrights and other industrial property rights used or embodied in Products shall remain to be sole properties of Seller, and shall not dispute them in any way .Article 15. Duration This Agreement shall become effective on the day appearing at the first above written upon the signing of both Seller and Distributor and shall remain effective for a period of one year. At least three (3) months before the expiration of the term, Seller and Distributor shall consult with each other for renewal of this Agreement. Article 16. Prohibition of sale outside Territory Unless prior notice and approved by Seller, Distributor shall not sell or export, nor cause any other person, firm or corporation in Territory to sell or export Products outside Territory during the effective period of this Agreement. Article 17. Assignment Neither party shall assign and/or transfer this Agreement in whole or in part to any individual, firm or corporation without the prior written consent of the other party. Article 18. Observance of Secrecy Both Seller and Distributor shall keep in strict confidence from any third party(s) and all important matters as to the business affairs and transactions covered by this Agreement. Article 19 .Notice All notice which may or shall be given under this agreement shall be made by registered airmail or cable to the address mentioned below or to such address as are notified in writing by the parties hereto. If either party has changed its address, a written notice thereof shall be given to the other party. All notices shall also be deemed to have been given on the day when deposited in post. TAIPEI 10560 TAIWAN,R.O.C. Article 20. Assembling To secure regular supplies in the territory, if both the parties agree, the seller shall provide all parts of the product to assemble the product in the territory. If the Seller wish to establish its manufacturing unit in the territory, the Distributor shall be given preference to establish such unit. Article 21. Governing Law & Arbitration This Agreement shall be governed and interpreted by the laws of India. In case that any dispute or controversy arises out of or in relation to this Agreement between both parties shall be settled amicably but, in case of failure, these disputes or controversies shall be finally settled in London by arbitration in accordance with International Commercial Arbitration Association where the award shall be final binding upon the parties hereto. Article 22. Entire Agreement This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements, commitments relating to the sale of Products and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly authorized officer or representative of each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement in English and duplicate to be executed by their respective duly authorized officer or representative as of the day first above written .......................................... INC. [SELLER] ................................................ LTD. [DISTRIBUTOR] WITNESSTH Download Word Document In English. (Rs.15/-)

Agreement between a Company and the Contractors for the Maintenance of Computers for a Fixed Period Download Word Document In English. (Rs.20/-) i.        This Agreement made at ......... on this......... day of ........ 2000, between XYZ Co. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at ........... (hereinafter referred to as "the Company", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART and TNT Computers Pvt. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at ......... hereinafter referred to as "the TNT", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the Other Part. ii.        Whereas the company has purchased 5 computers, the details of which have been given in the Schedule hereunder written, hereinafter referred to as "the said Computers" from TNT on ......... and TNT offered free service of the said computers for a period of one year from the date of purchase of the said computers. and Where as after the expiry of free service period, the company has requested TNT to provide service of the said computers for a period of one year, which TNT has agreed to provide on the terms and conditions hereinafter contained. Now These Presents Witness and the Parties hereto agree hereby as Follows: a.     TNT will provide at the company's office all labour, parts and material that it deems necessary to maintain in good operating condition the said computers. Replacement parts shall be new or their equivalent, replaced parts become the property of TNT. Services provided by TNT include and are limited to the following: b.    Preventive maintenance is maintenance and includes cleaning, adjusting, lubricating, inspecting, testing and calibrating procedures designed to endure proper operation, reduce product failure and/or extend useful product life. This maintenance will be performed according to the procedures and at the frequencies recommended by the company. Preventive maintenance will be performed at company office at the company's facility during the contract period (regular business days/hours), as mutually agreed or coincident with remedial maintenance, by authorised TNT's service representative. Preventive maintenance is limited to two regular work days unless, at the discretion of TNT, additional days are necessary to complete the preventive maintenance, such days not to exceed five working days. Remedial maintenance during a preventive maintenance that requires additional days will be charged as remedial maintenance call or at the current hourly rate if all remedial calls have been used. c.     Remedial maintenance is unscheduled maintenance at the company's facility. Remedial maintenance includes the diagnosis and correction of product malfunctions and failures. Remedies may consist of temporary procedures to be followed by the company while a permanent remedy is being sought. Remedial maintenance will commence during the period of this agreement and will continue uninterrupted as long as reasonable progress is being made or until the product(s) is/are operational. If TNT determines that additional parts or resources are required, service will resume as soon as these parts or resources are available. After all remedial maintenance calls have been used, additional remedial maintenance will be allowed at the current TNT hourly rate. d.    Assembly repair is unscheduled repair of returnable assembly level components (printed circuit boards, power supplies, switching units, etc.) at TNT's factory. Assembly repair includes the diagnosis and correction of product malfunctions and failures. Assembly repair will commence during the period of coverage and will continue uninterrupted as long as reasonable progress is being made or until the product(s) is/are operational. If TNT determines that additional parts or resources are required, service will resume as soon as these parts or resources are available. The number of repairs of assemblies related to equipment covered under this agreement is unlimited. e.     The periods of coverage specified below shall uniformly apply to all products covered by this Agreement. The company may request a change in the specified periods of coverage at any time. Such change is subject to written approval by TNT. Monday through Friday 7.30 A.M. to 4.00 P.M. (excluding TNT holidays) Saturday N/A TO NIA Sunday NIA TO NIA f.     The response time is 48 hours. TNT shall respond to a request for remedial maintenance or technical support within the specified response time measured in clock hours. Availability of TNT personnel and telephone answering service is limited to the specified period of coverage. "Response Time" is defined as the duration of time necessary for TNT personnel to initiate action upon a specified company request and advise the company of either action to take to complete that particular request or action to take to provide TNT with additional information needed to assist in such company's request completion, or the embarkation of TNT personnel for arrival at the company's equipment site. g.    TNT shall be under no obligation to furnish support service under this agreement should repair be required because of.- h.     improper use; i.      natural disasters such as flood or earthquake; j.      strikes, riots or acts of war or nuclear disaster; k.     repairs, maintenance, modifications or relocation and re- installation made by other than TNT personnel or without TNT's supervision and approval; l.      unusual shock or electrical damage, neglect, air-conditioning failure, humidity control failure, a corrosive atmosphere harmful to electronic circuitry, damage during transportation by the company or causes other than ordinary use; and m.   failure by company to maintain the site specifications recommended by TNT. If support services are required as a result of the causes stated above, such service shall be provided at TNT standard service rates for labour, travel and material in effect at the time of service. TNT may also, at its option, terminate this agreement as a result of the causes stated above. Termination is subject to the guidelines specified under Item 8 of this Agreement. n.     TNT may, at its option, with no additional charge to the company, make modifications to improve the operation and or reliability of the products being serviced under this agreement. o.    If the company intends to relocate the products covered under this agreement, it shall give TNT sixty days written notice prior to any relocation of products covered by on-site support services being provided under this agreement. The products moved to a location within the country of original installation shall continue to be serviced under this agreement. The response time and charges will be adjusted to reflect the new location. Products moved outside the country of original installation may continue to be serviced under this agreement, at the option of TNT. The services to be provided and charges for such services shall be subject to mutual agreement. For installed products, which will continue to be serviced, TNT at its option, shall supervise the dismantling and packing of the product and shall inspect and re-install the products at the new location. These services, if provided, shall be at additional charge based on TNT's standard service rates in effect at the time. The company shall furnish all labour and materials for the dismantling, packing and placement of the products during relocation. p.    TNT's services do not include: q.    operating supplies and consumables; r.      refinishing the products or furnishing materials for that purpose; iii.        electrical work external to the products; a.     maintenance of accessories, attachments or products not specified herein or on subsequent orders; or b.    any other services not specifically described herein. c.     This agreement shall be for a period of one year from the date of these presents, unless terminated by either party on not less than ninety days written notice (given prior to the expiration of the successive period then in effect). d.    The company shall pay a sum of Rs.......... per month per computer for services provided by TNT. The said charges are exclusive of State and local use, sales, property (ad valorem) and similar taxes. The company shall pay such taxes and when applicable such taxes will appear as separate items on TNT's invoice. e.     The TNT shall submit invoice for charges in advance or as soon as it become applicable. Any administration charge will be invoiced in advance as soon as it becomes applicable. Invoices for other charges will be submitted as the charges are incurred. Unless otherwise stated in writing by TNT, the company shall pay all invoices submitted under this agreement within twenty days from date of invoice. f.     Any attempt to assign or transfer any of the rights, duties, or obligations herein shall render such attempted assignment or transfer null and void. g.    TNT reserves the right to withhold without liability, but with prior written notice, any services authorised by the company under this agreement, if the company is delinquent in payment for any services, and to change the credit terms herein when, in TNT's opinion, the financial condition or previous payment record of the company so warrants. h.     In the event of any proceedings, voluntary or involuntary, in it bankruptcy or insolvency or winding-up by or against the company or in the event of the appointment, with or without the company's consent of an assignee for the benefit of creditors, or of a receiver, TNT may y elect to cancel the unfulfilled part of this Agreement without refund or liability for said unfulfilled part. i.      TNT's failure to exercise any of its rights hereunder shall not constitute or be deemed waiver or forfeiture of such rights. j.      Any notice required to be given hereunder shall be given in writing at the address of each party set forth within or to such other address either party may substitute by written notice to the other. k.     All disputes and differences of any kind whatever arising out of or in connection with this agreement shall be referred to the arbitration and final decision of an arbitrator to be agreed upon and appointed by the parties or in case of disagreement as to the appointment of a single arbitrator, to the appointment of two arbitrators, one to be appointed by each party and if there are two arbitrators, they shall before taking upon themselves the burden of reference appoint an umpire. The arbitrator or arbitrators, as the case may be, shall make his or their award within one year or such further extended lime as may be decided by him or them, as the case may be, with the consent of the parties the date of entering on the reference. This submission to the arbitrators shall be deemed to be a submission to arbitration within the meaning of the Indian Arbitration Act, 1940 or any statutory modification thereof. The award of arbitrator or arbitrators, as the case may be, shall be final and binding on the parties. l.      This agreement shall be executed in duplicate. The original shall be retained by the company and duplicate by the TNT. in witness Whereof the parties have executed these presents on the day and year hereinabove written and in the manner hereinafter mentioned. Signed and delivered by X Y Co. Ltd., the within named company, by its Managing Director Shri......... Signed and delivered by TNT Computers Pvt. Ltd., the within named TNT, by its Marketing Director Shri........... WITNESSES; 1. 2.

Paying Guest Agreement BETWEEN ___________________________ AND ___________________________ Re: One room in Flat No. _______________________ AGREEMENT made at ________________ this ____________ day of _____________________ 2000 BETWEEN Mr. ___________________ hereinafter referred to as "the Owner" of the One Part AND (i) Mr. ____________________ and (ii) _____________________________ hereinafter referred to as "the Paying Guest" of the Second Part; WHEREAS the Owner is seized and possessed of and is occupying Flat No.____ on the ______ floor of the building named and known as ___________ situated at ____________________ _____________; AND WHEREAS the Paying Guest have requested the Owner to allow them use of one bedroom in the flat in the aforesaid premises for their own use only on a temporary basis on the terms and conditions hereinafter written. NOW THIS AGREEMENT WITNESSETH: 1.     The Owner hereby agrees to permit the Paying Guest to use one bedroom in the aforesaid premises being Flat No._________ in _______________ situated at __________________________________________ together with the use of the attached bathroom, on paying guest basis. 2.     This Paying Guest Agreement shall be for a period of _________________ only commencing from ______________________. 3.     The Paying Guest shall pay an amount of __________________ (Rupees _____________________________________ only) for every quarter (Three months). The charges shall include the use of bathroom, and other incidentals and society charges. The Paying Guest have agreed to pay the entire electricity bill, less an amount of Rs.200/- (Rupees two hundred) per month. 4.     The Paying Guest have paid at the time of execution hereof a security deposit of Rs.___________ (Rupees ___________________________________ only) which shall remain with the Owner free of interest, until the termination of this agreement, and shall be returned to the Paying Guest, subject to any deduction for payments due hereunder. The Paying Guest shall pay a further sum of Rs._____________ (Rupees ______________________________ only) as Security Deposit on or before ______________. 5.     The Owner may allot to the Paying Guest any of the bedrooms in the said flat for the use of the Paying Guest and the Owner may change the allocation at any time during the pendency of the Agreement. 6.     The Paying Guest hereby specifically confirm and agree that they have no right whatsoever to the said premises nor shall claim to be tenant/sub-tenant or licensees nor shall claim any other right whatsoever in or to the said premises. 7.     It is clearly agreed and understood that the Paying Guest have not been given any key to the entrance door of the flat nor even to the room that is allocated to them for their temporary use from time to time. 8.     They Paying Guest may use the passages in the flat for access to the room and may use the kitchen for cooking their own food only provided that no disturbance whatsoever is caused to the use of the kitchen and passages and other portions of the flat by the Owner and his servants and others. 9.     The Paying Guest shall not cause any disturbance at any time and may permit guests or any outsider to enter the flat only with the permission of the Owner. 10.  In the event that the Paying Guest misuse any of the facilities in the flat or causes any disturbance or delays in making payment of the Paying Guest charges, this Agreement shall stand terminated forthwith and it is hereby specifically agreed and confirmed that the Owner shall be entitled to enter the room allocated to the Paying Guest for the time being and to remove all the belongings of the Paying Guest and dispose of them. 11.  This Agreement shall stand terminated immediately upon the expiry of the period mentioned hereinabove. 12.  The Paying Guest shall be responsible for any damage caused by them or by any other outsider who has entered the flat through them to the said flat and to any of the furniture, fixtures and equipment therein, reasonable wear and tear excepted. IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written. SIGNED AND DELIVERED by the within- ) named MR. _________________________ ) in the presence of ) SIGNED AND DELIVERED by the within- ) named (i) ________________________ ) and (ii)____________________________ ) in the presence of ) -------------------------------------------------------------------------------------------------------------------------------------------- R E C E I P T Received this day the sum of Rs._____________ (Rupees ______________________ only) by cheque bearing No. ____________ and Rs.______________ (Rupees _________________________________________ only) by Cheque bearing No. _______________dated _____________ both drawn on _________________ Bank ___________________ Branch from Mr. ________________________ and Mrs._____________________________, the Paying Guests towards security deposit. WE SAY RECEIVED Mr. ___________________________ Download Word Document In English. (Rs.10/-)

SEBI Debenture Trust Deed Download Word Document In English. (Rs.85/-) This Debenture Trust. Deed is made at...... this...... day of....... between A 13 and Company Limited, a Public Limited Company registered under the Companies Act, 1956 and having its registered office at........ hereinafter referred to as "the Company" of the one part and M/s X Y Z Bank, a Banking Corporation constituted under the Banking Companies (Acquisition and Transfer of Undertaking) Act, 1970 having its head office at...... hereinafter referred to as the Trustee of the other part. WHEREAS 1.     The Company is a public Company limited by shares under the provisions of the Companies Act, 1956 and has an authorised capital of rupees........ issued capital of rupees..... and subscribed capital of rupees..... divided into....... equity of rupees 100 each 2.     The Company is carrying oil business of manufacturing....... and proposes to expand the production by introducing a scheme of production of certain additional items of goods. 3.     The Company therefore proposes to raise capital by issuing debentures of the face value of rupees 1000 each and aggregating to rupees.............the debentures being partly convertible and partly non convertible. 4.     By its Memorandum of Association the Company is authorised to raise loan by issuing debentures and to secure them by a mortgage- and hypothecation of the Company's immovable and moveable properties on such terms as the Board of Directors may think fit and proper and in the interest of the Company. 5.     In the extraordinary general meeting of the share holders of the Company held on the...... day of........ a resolution has been passed unanimously under section 293(1) (a) of the Companies Act authorising the Board of Directors of the Company to raise the capital by issuing debentures as aforesaid and securing the same by mortgage and hypothecation of the immoveable and moveable assets of the Company by executing a deed of debenture trust in favour of the trustees. 6.     The Security and Exchange Board constituted under the SEBI Act of 1992, on the application of the Company has given its approval to the Company raising the capital by offering debentures to the public as proposed by the Company as aforesaid by letter (order) dated........ 7.     The X Y Z Bank the Trustee herein above mentioned has been registered as debenture trustee under the Regulations of the SEBI and has consented to act as sole trustee: under this deed. 8.     The trustee has on the day of...... 2001 entered into an agreement With the company whereby he has agreed to act as the trustee under these presents for securing an issue of debentures for the company and this agreement also prescribes the time limit within which the security for the debentures shall be created that is within.... period from the date of an agreement. 9.     The trustee declares that it is not. an associate of the company and that it has not lent nor proposes to lend any moneys to the company. 10.  The SEBI has also approved the name of the trustee above named to be the sole trustee under this deed draft of whose has also been approved by the SEBI. 11.  The Company has also issued and published a prospectus as required by the Companies Act regarding the issue of the debentures. 12.  The Board of Directors in its meeting held on...... by a resolution proposed to issue debentures in terms and of the value and kind mentioned in the fourth schedule hereunder written. NOW THIS DEED WITNESSETH and it is hereby agreed and declared by and between the parties hereto as follows - 1.     The head notes given to the clauses hereinafter appearing shall not affect the construction thereof and in these Presents the expressions or words following shall have the meaning given to (hem as hereinafter mentioned namely a.     'The Trustee' means the Party hereto of the second or other part or the Trustee for (he lime being this draft deed. b.    'Act means the Companies Act, 1956 c.     'Regulations' means the Regulations, 1993 made by SEBI with the modifications made therein made by SEBI from lime to time and any substituted Regulations made by SEBI or the Govt. of India for and governing the issue of debentures by a corporate body. d.    'Debenture' means the debenture issued by the Company under the provisions of and secured by this deed. e.     the SEBI' or 'Board' means the Board constituted by and under the Regulations made under SEBI Act of 1992. f.     'The mortgaged premises' means the land and interest of the Company in the land, the buildings, the fixed machinery and the plant and the equipment, articles and things and expressed to be granted or transferred by this Deed and all other property of the Company hereby made specific security for the repayment of the monies for the time being owing and intended to be secured by these Presents and all future property hereafter to be assigned or transferred to the Trustee by the Company under the provisions hereof. g.    The general assets means assels of the Company comprised in the floating charge created by clause 8 hereof and does not include specifically mortgaged properly. 2. a.     Debentures covered by these Presents. The debentures to be issued hereunder and which are entitled to the benefits of these presents are....... debentures of Rs. 1000 each of the aggregate nominal value of Rs........ (Rupees.......) and shall be in the form set out in the Third Schedule hereto. b.    The debentures may be issued or re-issued to such persons and on such terms and either at par or at a premium or if and to the extent permissible by law, at a discount as stated in the Prospectus or advertisement. 3.     Power to issue further debentures. The Company shall be at liberty with such sanction if any, as may be required by law from time to time hereinafter during the continuance of the security hereby created, to issue at such date or dates and in such amount or amounts on such terms and conditions as the Board of Directors of the Company may from time to time decide upon, further debentures upto an amount not exceeding in the aggregate a further sum of Rs........ (Rupees.......) to be secured upon the mortgaged premises by one or more deeds either supplemental to these in point of security with the debentures hereby created and secured. In the event of the Company at any time or times exercising the right hereby given to issue further Debentures, it shall be entitled to call upon the Trustee to join with the Company in executing such Supplemental or further Deed or Deeds which shall, on execution, be duly stamped with ad-valorem stamp duty (if any) in respect of the mortgage thereby created and covering the issue of such further debentures. 4.     Interest payable on debentures. The Company shall, so long as the Debentures are outstanding, pay to the holders for the time being thereof on the nominal amount of the Debentures held by them respectively, interest at the rate of.......% per annum (subject to Income-Tax) and such interest shall be paid by equal half-yearly payments on the 1st day of....... and the 1st day of....... in each year. Interest shall be deemed to accrue due from day to day and the Company shall pay overdue interest at the same rate from the due date of payment upto the date the interest shall have been actually paid. 5.     Covenant to redeem. The Company hereby covenants with the Trustees that the Company shall redeem the debentures issued hereunder in the manner quoted in the debenture by paying to the holders for the time being of the Debentures then outstanding the nominal amount of the debentures together with interest upto the date of redemption against surrender of the debentures to be redeemed. 6.     Grant of land and buildings. The Company doth hereby grant and convey unto the Trustees All and Singular the said lands and premises particularly described in the First Schedule hereunder written TOGETHER with all other buildings standing and being thereon or on some part thereof and all things attached thereto together with all liberties, privileges, easements and appurtenances whatsoever to the said lands and premises or any of them or any part thereof respectively belonging or in anywise appertaining or usually held occupied or enjoyed therewith or reputed to belong or be appurtenant thereto AND all the estate, right, title, interest, claim and demand whatsoever of the Company in to and upon the said lands and premises and every part thereof respectively TO HOLD the same unto and to the use of the Trustee so as to secure equally and rateably the repayment of the principal moneys and interest and other moneys secured by these presents but upon the trusts and for the purposes hereinafter expressed declared of and concerning the same. 7.     Transfer of moveable’s. The Company doth hereby transfer and assign unto the Trustees All and Singular the fixed machinery, plant, electrical and other equipment, fixtures, pipelines, implements, tools, appliances, accessories, furniture, articles, and things which now are and which are more particular but broadly set in the second Schedule herein-under written and shall from time to time hereafter during the continuance of this security be brought in affixed and installed in or upon or about the premises hereinbefore expressed to be granted, assigned and conveyed or fixed, placed or lying elsewhere and used or intended to be used for the purposes of the undertaking and business of the Company and All the estate, right, title, interest, claim and demand whatsoever of the Company and into and upon the said premises TO HOLD the same unto the Trustees absolutely so as to secure equally and rateably the repayment of the principal moneys and interest and other moneys secured by these presents but upon the Trusts and for the purposes hereinafter expressed declared of and concerning the same. 8.     Floating charge. The Company hereby charges in favour of the Trustees with the payment of the debentures and the interest payable in respect of the debentures and all other moneys hereby secured all the property and assets of the Company for the time being both present and future including uncalled capital of the Company and its goodwill and undertaking and the benefit of all contracts of the Company for the supply of goods, power or energy and any fund created by the Company and investments for the time being representing the same so as to secure equally and rateataly the repayment of the principal moneys and interest and other moneys, but upon the trusts and for the purposes hereinafter expressed, declared of and concerning the same and also subject to all subsisting pledges thereof by the Company, and the charge created by this clause shall rank as a floating charge and shall accordingly in no way hinder or prevent the Company from mortgaging, charging, selling, alienating, leasing, paying, dividends out of profits after providing for full and adequate depreciation or otherwise disposing of or dealing with the premises charged by this clause in the ordinary course of its business and for the purpose of carrying on the same but so that the Company shall not, except as herein provided, be at liberty to create without the previous consent in writing of the Trustee any mortgage or charge upon the property and assets charged by this clause or any part thereof ranking in priority to or part passu with the security hereby created. 9.     Security of future assets. The Company will without any demand on the part of the Trustee convey unto the Trustee but upon the Trusts and for the purposes hereinafter expressed, declared of and concerning the same, also all other lands and premises which may hereafter be acquired by the Company for the purposes of the Company's undertaking and business upon and for the trusts and purposes in these presents contained and assign unto the Trustee all machinery plant, equipment articles and things of the nature mentioned in Clause 7 hereof which may hereafter be acquired by the Company for the purposes of the undertaking and business upon and for the trusts and purposes herein contained and all such lands, machinery, plant, equipment, articles and things shall as and when the same shall be acquired by the Company become and be part of the mortgaged premises. Any buildings and structures, machinery and plant, fixtures, fittings, equipment, installations, articles and things which shall from time to time hereafter during the continuance of this security be erected or installed or be in or upon or about the premises hereinbefore expressed to be hereby granted, conveyed, transferred and assigned or upon the lands that may hereafter be granted, conveyed, transferred and assigned or fixed or attached to or be brought in or upon any buildings or structures now standing or hereafter to be erected on the said premises and/or any part thereof respectively and used or intended to be used in connection with the business of the Company whether in substitution or replacement of or in addition to any buildings and structures, machinery and plant now standing or being or fixed or attached or used or intended to be used in connection with the business of the Company or otherwise shall be included in the present security and be subject to the trusts, provisions and covenants in these presents contained and the Company shall at its own cost forthwith vest the same, subject to the said charges thereon, in the Trustee. 10.  Trustee's power to sell the premises. The Trustee shall permit the Company to hold and enjoy the mortgaged premises and every part thereof and to carry on therein and therewith the business or any of the businesses of the Company authorised by the Memorandum of Association of the Company until the security hereby constituted shall become enforceable as hereinafter provided and at any time after the same shall have become enforceable and the Trustee may in their discretion without any such request as next hereinafter mentioned and shall upon being requested in writing by the holder or holders of at least three fourths of the debentures for the time being outstanding under these presents or by a special Resolution of a meeting of the debenture holders passed in accordance with the provisions of the Fourth Schedule hereunder written (but in either case without any further consent on the part of the Company) enter upon and take possession of the mortgaged premises or any of them respectively and may at the like discretion and shall upon the like request sell, call in, collect and convert into money the mortgaged premises or any part thereof with full power to sell any of the mortgaged premises either together or in parcels (and as to the fixed machinery and plant cither together with the buildings or land to or upon which the same shall be fixed or stand or be or separately or detached therefrom) and either by public auction or private contract and with full power upon every such sale to make any special or other stipulations as to title or evidence or commencement of title or otherwise or as to the removal of any property which may be sold separately or detached from the buildings and land or otherwise which the Trustee shall deem proper and with full power to buy in rescind or vary any contract for sale and to resell the same without being responsible for any loss which may be occasioned thereby and with full power to compromise and effect compositions and without the request or concurrence of the Company to do with regard to the mortgaged premises generally all or any of the things which the Trustee is hereby authorised to do or concur in doing with regard to the specifically mortgaged premises and for the purposes aforesaid or any of them to execute and do all such assurances instruments and things as the Trustees shall think fit. 11.  The first charge. The principal moneys interest and all other moneys payable in respect of the debentures and the principal moneys and interest and other moneys secured by these presents shall be a first mortgage so as to secure equally and rateably the repayment of the principal moneys and interest and other moneys secured by these presents on the premises hereby respectively granted conveyed transferred assigned and assured or hereby covenanted to be assured and also subject as provided in Clause 8 hereof so as to secure equally and rateably the repayment of the principal money and interest and other moneys secured by these presents on the premises hereby charged and subject as aforesaid shall have precedence except as herein provided over all moneys which may hereafter be raised by the Company by any means whatsoever otherwise than by such dealings with the general assets as are permitted by clause 8 hereof and as between the holders inter of the debentures issued hereunder the debentures shall rank pari passa without any preference or priority by reason of date of issue or allotment or otherwise. 12.  Principal amount to become payable of default. The whole of the principal moneys shall be deemed forthwith to have become due and payable and the security hereby constituted shall (subject to the next succeeding clause hereof) become enforceable in each and every one of the following events:-- a.     If the Company makes default in the payment of any principal moneys which ought to be paid in accordance with these presents. b.    If the Company makes default in the payment of any interest hereby secured on the date when such interest is by these presents made payable. c.     If a distress or execution is levied upon any part of the mortgaged premises or if a Receiver of the Company's undertaking or property or any part thereof is appointed and such distress or execution is not satisfied or such Receiver discharged within fifteen days from the date of the levy or the appointment of the Receiver as the case may be. d.    If the Company ceases or threatens to cease to carry on its business or stops payment or if it appears to the Trustee that the Company is carrying on business at a loss and that the further prosecution by the Company of its business will endanger the security of the debenture holders. e.     If an order shall be made or an effective resolution passed for winding up the Company. f.     If the Company commits a breach of any of the covenants, conditions or provisions herein contained and on its part to be observed and performed. g.    If the Company shall make any alteration in the provisions of its Memorandum or Articles of Association which in the opinion of the Trustee is likely detrimentally to affect the interest of the debenture-holders and shall upon demand by the Trustees refuse or neglect or be unable to rescind such alteration. h.     If the Company shall, except as herein provided, without the consent of in writing of the Trustee, create or purport or attempt to create any charge or mortgage ranking or which by any means may be made to rank on the premises hereby respectively mortgaged and charged pari passu with or in priority to the security hereby constituted. i.      If at any time it appears from the Balance Sheet of the Company or the Trustee shall certify in writing, that in their opinion the liabilities of the Company exceed its assets including its uncalled capital or that the Company is carrying on its business at a loss. 13.  Notice to be given before enforcing power of sale etc. Before enforcing the security hereby created whether by entry, sale, calling in, collection or conversion or other dealing under the aforesaid trust in that behalf (hereinafter referred to as the Trust for conversion) the trustees shall, except in the case of such order or resolution for winding up the Company as aforesaid having been made or passed or of the happening of any of the events in sub clauses (d) (g) (h) and (i) mentioned in the last preceding clause and except when the trustee shall certify in writing that further delay would in its opinion be detrimental to the interests of the debenture-holders, give written notice of its intention to the Company and shall not execute the trust for conversion if in the case of such trust arising by reason of any default in payment of any principal moneys or interest the Company shall pay to the trustee payment of the principal moneys or interest so in arrears within one calendar month next after such notice shall have been given to the Company or if in the case of such trust arising by reason of any breach of covenant or provisions as aforesaid the Company shall upon such notice as aforesaid being given, fully perform the covenant or provision so broken if capable of then being performed or make good the breach thereof to the satisfaction of the Trustee: Provided that, no sale shall be effected in connection with the trust for conversion so far as regards any immoveable property of the Company unless and until the conditions for exercise of the power of sale specified in Section 69 of the Transfer of Property Act, 1882 or any statutory amendment thereof have been satisfied. 14.  Company to assist trustee in exercise of any power. In case the security hereby created shall become enforceable as hereinbefore provided by Clause 12 hereof the Company shall forthwith upon demand by the Trustee do all things necessary to enable the Trustee to realise the mortgaged premises. 15.  Protection to purchasers etc. No purchaser, mortgagor, mortgagee, debtor or other person dealing with the Trustee or any Receiver appointed by them or with their or his attorneys or agents shall be concerned to enquire whether the power exercised or purported to be exercised has become exercisable or whether any money remains due on the security of these presents or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall have been made or otherwise as to the propriety or regularity of such sale, calling in, collection or conversion or to see to the applications of any moneys paid to the Trustee or to any such Receiver, attorneys or agents and in the absence of malafides on the part of such purchaser, mortgagor, mortgagee, debtor or other person such dealing shall be deemed so far as regards the safety and protection of such purchaser, mortgagor, mortgagee, debtor or person to be within the powers hereby conferred and to be valid and effectual accordingly and the remedy of the Company and its assigns in respect of any impropriety or irregularity whatsoever in the execution of such trusts shall be in damages only. 16.  Discharge of purchaser on payment. Upon any sale, calling in, collection or conversion or other dealings under any of the provisions herein contained the receipt of the Trustee for the purchase money of the premises sold and for any other moneys paid to them shall effectually discharge the purchaser or person paying the same there from and from being concerned to see to the application or being answerable for the loss or misapplication thereof. 17.  Application of sale proceeds. The Trustee shall hold the moneys to arise from any sale, calling in, collection or conversion under the Trust for conversion upon trust that they shall there out, in the first place, pay or retain the costs and expenses incurred in or about the execution of such trust or otherwise in relation to these presents and shall apply the residue of such moneys, first in or towards payment to the debenture holders pari passu in proportion to the debentures held by them respectively and without any preference or priority whatsoever of all arrears of interest remaining unpaid on the debentures held by them respectively, and secondly, shall pay the surplus (if any) of such moneys to the person entitled to the mortgaged premises. 18.  Shortage of sale proceeds to pay debentures. If the amount of the moneys at any time available under the last preceding clause hereof shall be less than ten per centum of the debentures the Trustee may at its discretion invest such moneys upon some one of the investments hereinafter authorised with power from time to time at the like discretion to vary such investments and such investments with the resulting income thereof may be accumulated until the accumulations together with any other funds for the lime being under the control of the Trustee and applicable for the purpose shall amount to a sum sufficient to pay ten per centum upon the debentures and then such accumulations and funds shall be applied in the manner aforesaid. 19.  Payment to debenture holders. The Trustee shall give not less than seven day notice in accordance with the provisions as to notice hereinafter contained, of the day, place and time for any payment to the debenture-holders under the two last preceding clauses hereof and after the day so fixed, holders of the debentures shall be entitled to interest on the balance only (if any) of the principal moneys due on such debentures after deducting the amount (if any) payable in respect thereof on the date so fixed. The receipt of each debenture holder for the principal moneys and interest payable by the Trustee to him in respect of such debentures shall be a good discharge to the Trustee. 20.  Debentures to be produced against payment. Upon any payment to the debenture-holders under Clauses 17 and 18 hereof on account of the principal moneys or interest hereby secured, the debenture or debentures must be produced to the Trustee who shall cause a memorandum of the amount and date of payment to be endorsed thereon but the Trustee may in any particular case dispense with the production and endorsement of a debenture upon such indemnity, (if any) being given as they shall deem sufficient. 21.  Debentures to be surrendered on discharge. Upon payment to the debenture holders in full discharge of all principal moneys and interest due upon their debentures, the debentures shall be surrendered and delivered up to the Company with receipts in full discharge endorsed thereon and signed by the respective holders. 22.  Trustee not bound by any notice of trust. The Trustees shall not be affected by any notice express or implied or the right, equity or claim of any person to moneys due under the debentures, other than the debenture-holder. 23.  Trustee to manage business. After the Trustee shall have made such entry or taken possession as aforesaid and until the whole of the mortgaged premises shall be sold, called in collected and converted into money under the power in that behalf herein contained the Trustee may, if it shall think fit so to do, but not otherwise, either itself carry on and manage the business of the Company or appoint a Receiver or Receivers to carry on and manage the same. The Trustee or the Receiver or Receivers so appointed may for the purpose of carrying on the said business do all or any of the following things namely, a.     employ such experts, officers, agents, managers, clerks, accountants, servants, workmen and others and upon such terms and with such salaries wages or remuneration as they or he shall think proper. b.    renew, rehabilitate and modernise such of the machinery, plant and articles as might be thought proper and particularly machinery or plant as shall be worn out or lost or otherwise become unserviceable and repair and keep in repair the buildings, factories, works, machinery plant and other property comprised in the mortgaged premises. c.     provide all such machinery materials and things as they or he may consider necessary. d.    insure all or any of the mortgaged premises of an insurable nature against loss or damage by fire or other risk in such sum or sums as they or he shall in their or his absolute discretion think fit. e.     settle, arrange, compromise and submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the said business or the mortgaged premises or in any way relating to the security and execute releases or other discharges in relation thereto. f.     bring, take, defend, compromise, submit to arbitration and discontinue any action, suits or proceedings whatsoever civil or criminal in relation to the business of the Company or any portion of the mortgaged premises. g.    allow time for payment of any debts either with or without security. h.     execute and do all such acts, deeds and things as they or he may think necessary or proper for or in relation to any of the purposes aforesaid. i.      demise the mortgaged premises or any part or parts thereof for such terms at such rents and generally in such manner and upon such conditions and stipulations as they or he shall think fit. j.      exchange any part or parts of the mortgaged premises for any other securities or property suitable for the purposes of the Company upon such terms as may seem expedient and either with or without payment or receipt of money for equality of exchange or otherwise. k.     assent to the modification of any contracts or arrangements which may be subsisting in respect of the mortgaged premises and in particular the terms of any concession or licences for the time being held. l.      generally do and cause to be done such acts and things respecting the business of the Company and the mortgaged premises as It or he could do or cause to be done if or he had the absolute ownership of the mortgaged premises and had carried on the said business for its or his own benefit without being answerable for any loss or damage which may happen thereby. 24.  Trustee's power to borrow. The Trustee may with the consent in writing of the holder or holders of at least three-fourths in value of the debentures for the time being outstanding or by a Special Resolution passed at a meeting of the holders of the debentures for the time being outstanding held in accordance with the provisions of the Fourth Schedule hereunder, for the purposes of this clause or any of them borrow or raise money on the security of the mortgaged premises or any part thereof either in priority to or pari passu with the debentures and at such rate of interest and on such terms as the Trustee may think fit. 25.  Trustee's power to release possession. If and when the Trustees shall have made an entry into or taken possession of the mortgaged premises under the powers conferred upon them by these presents the Trustee, with the authority of a Special Resolution of the debenture-holders passed at a meeting held in accordance with the provisions contained in the Fourth Schedule hereunder written or with the consent in writing of the holders of at least three fourths in nominal amount of the debentures for the time being outstanding, may at any time afterwards give up possession of the mortgaged premises or any of them or any part thereof to the Company either unconditionally or upon such terms and conditions as may be specified in such resolution or consent. 26.  Trustee's power to make expenses for business. The Trustee shall, out of the moneys received by them in carrying on the said business and out of the rents, profits and income of the mortgaged premises, pay and discharge the costs, charges and expenses incurred in carrying on the business including the remuneration of the Receiver (if any) and in the management of the mortgaged premises or in the performance or exercise or the attempted performance or exercise of their powers and duties under the trusts of these presents and all other outgoings which the Trustee shall think fit to pay and shall pay and apply the residue of the said receipts, rents, profits and moneys in the manner hereinbefore directed with respect to the moneys to arise from any sale, calling in, collection and conversion under the trust for conversion. 27.  Trustee's power to appoint Receiver. At any time after the security hereby constituted shall have become enforceable the Trustee whether or not they shall then have entered into or taken possession may by writing appoint any one or more of the officers of the Company as a Receiver or Receivers or appoint any other person or persons in his or their stead and the following provisions shall have effect: 1.     Such appointment may be made either before or after the Trustee shall have entered into or taken possession of the mortgaged premises or any part thereof. 2.     Such Receiver or Receivers may be invested by the Trustee with such of the powers and discretions exercisable by the Trustee hereunder as the Trustee may think expedient. 3.     Unless otherwise directed by the Trustee such Receiver or Receivers may exercise all the powers and authorities vested in the Trustee by Clauses 23 and 24 hereof. 4.     Such Receiver or Receivers shall in the exercise of his or their powers, authorities and discretions conform to the regulations and directions from time to time made and given by the Trustee. 5.     The Trustee may from time to time fix the remuneration of such Receiver or Receivers and direct payment thereof out of the mortgaged premises. 6.     The Trustee may from time to time and at any time require any such Receiver or Receivers to give security for the due performance of his or their duties as such Receiver or Receivers and may fix the nature and amount of the security to be so given but the Trustee shall not be bound in any case to require any such security. 7.     Save so far as otherwise directed by the Trustee all moneys from time to time received by such Receiver or Receivers shall be paid over to the Trustee to be held by them on the trusts declared by Clause 17 hereof and concerning the moneys to arise under Clause 10 hereof. 8.     The Trustee may pay over to such Receiver or Receivers any moneys constituting part of the mortgaged premises to the intent that the same may be applied for the purposes hereof by such Receiver or Receivers and the Trustee may from time to time determine what funds the Receiver or Receivers shall be at liberty to keep in hand with a view to the performance of his or their duties as such Receiver or Receivers. 9.     The Trustee shall be in no way responsible for any misconduct or negligence on the part of any such Receiver or Receivers and shall be in no way liable for or in respect of any debts or other liabilities incurred by any such Receiver or Receivers whether the Company shall or shall not be in liquidation. 10.  Every Receiver appointed under the provisions hereof shall be deemed to be an agent of the Company and the Company shall be solely responsible for such Receiver's acts and defaults and for his remuneration. 11.  Subject as aforesaid the provisions of the Transfer of Property Act 1882 and the powers thereby conferred so far as applicable shall apply to such Receiver or Receivers. 28.  Trustee's or Receivers' liability to account. The Trustee shall not, nor shall any such Receiver aforesaid by reason of the Trustee or such Receiver entering into or taking possession of the mortgaged premises or any part thereof respectively be liable to account for anything except actual receipts or be liable for any loss upon realisation or (so far as by law allowed) for any default or omission for which a mortgagee in possession might be liable. 29.  Trustee not bound to replace the property etc. Until the happening of some or one of the events on which this security becomes enforceable the Trustee (subject to the exercise of the powers of the Trustee under the provisions of Clause 30 hereof) shall not be in any manner bound or concerned to interfere with the management or affairs of the Company or its business or the custody, care, preservation or repair of the mortgaged premises or any part thereof. 30.  Powers of the Trustee at Company's request. At any time before the security hereby constituted becomes enforceable the Trustee may upon the request and at the expense of the Company but only if and so far as in its opinion the interest of the debenture-holders shall not be prejudiced thereby do or concur in doing all or any of the things following, that is to say:-- 1.     Sell, call in, collect and convert any part or parts of the specifically mortgaged premises in such manner and generally on such terms and conditions as the Trustee may deem expedient and give any option to purchase. 2.     Let out or lease any part or parts of the mortgaged premises in such manner and on such terms as to the Trustee may deem expedient and either for a rent, fixed, fluctuating or contingent and with or without premium and with or without powers to purchase the reversion and allow the whole or any part of any premium to be secured by a mortgage of the lessee's interest in the lease. 3.     Exchange any part or parts of the mortgaged premises for any other property suitable for the purposes of the Company and upon such terms as the Trustee may deem expedient and either with or without payment or receipt of money for equality of exchange or otherwise. 4.     Acquire a new or renew a lease of any part of the mortgaged premises which may at any time be held on lease for such term and at such rents and subject to such covenants, conditions and terms as the Trustee may deem expedient and for that purpose surrender the then existing lease of such premises. 5.     Permit the Company or any nominee of the Company or of the Trustee to exercise any powers or rights incidental to the ownership of any of the mortgaged premises and permit the Company or its agents to receive any purchase or other moneys forming part of the mortgaged premises on an undertaking to deal with the same in a specified manner. 6.     Set out, appropriate, grant or dedicate, without consideration any land forming part of the mortgaged premises for the purpose of roads, ways, canals, watercourses gardens, places of religious worship, schools, places of amusement, places of recreation and other purposes public or private whether of the Company or otherwise which the Trustees may deem expedient. 7.     Assent to the modification of the Licenses of any leases, contracts covenants or arrangements relating to the specifically mortgaged premises or any part thereof. 8.     Settle, adjust, refer to arbitration, compromise and arrange all accounts, reckonings controversies questions claims and demands whatsoever, which may be open, unsettled or pending with any person or persons in relation to the mortgaged premises. 9.     Release, surrender or abandon, on such terms as may seem to the Trustee expedient, any of the mortgaged premises which in the opinion of the Trustee may have become unprofitable or a source of loss or damage to the Company. 10.  Release in favour of the Company or its nominees any of the mortgaged premises provided that, in the judgment of the Trustee the security hereby constituted will not be thereby materially diminished in value or prejudicially affected or provided that, the Company shall vest in or charge in favour of the Trustee as part of the mortgaged premises any property or rights suitable for the purposes of the Company and of at least equal value to the property released notwithstanding that such substituted property may at any time be part of the general assets. 11.  Apply moneys forming part of the mortgaged premises in the purchase or acquisition of any property of any tenure including fixed machinery and plant thereon or any rights of way or other easements or rights which may seem suitable for any of the purposes of the Company including any reversion whether in fee simple or otherwise expectant on the determination of any term forming part of the mortgaged premises and acquire any such property which may have been purchased by the Company out of the general assets by payment to the Company of the price paid for the same or any lesser amount and where so arranged with the Company leave unpaid part of the purchase money on the footing that it is to be payable out of moneys subsequently becoming available for the purpose under this clause. 12.  Apply moneys forming part of the mortgaged premises in the erection or construction of new or on the improvement of any existing works buildings fixed machinery and plant or other works and erections suitable for the purposes of the Company upon or in any land forming part of the specifically mortgaged premises. 13.  Apply moneys forming part of the mortgaged premises in developing, improving, protecting or preserving the mortgaged premises or any part thereof or in preventing or endeavoring to prevent loss or apprehended loss thereof or detriment thereto. 14.  Apply moneys forming part of the mortgaged premises in repaying to the Company (by way of recoupment to the general assets) any sums which the Company may from time to time have expended out of the general assets upon any purpose specified in the two last preceding sub-clauses of this clause. 15.  Enter into, make, execute, sign and do all such contracts, agreements, receipts, payments, assignments, transfers, conveyances, assurances, acts and things and bring, prosecute, enforce, defend and abandon all such actions, suits and proceedings in relation to the mortgaged premises as the Trustees may deem expedient. 16.  Ratify, sanction and confirm anything done or suffered by the Company in relation to the mortgaged premises. 17.  Do all or any of these things from time to time and at such time or times and on such terms and conditions and in such mariner as the Trustees may approve. 18.  Generally and without being limited to the specific powers above given, act in relation to the mortgaged premises in such manner and on such terms as the Trustee may in the interests of the debenture-holders think expedient. All capital moneys arising from any dealings under this clause and all property and assets acquired pursuant to the provisions of this clause shall become and be part of the mortgaged premises and shall be paid to or vested in or specifically charged in favour of the Trustee in such manner as the Trustee shall require. 31.  Trustee's power to invest moneys. The Trustee shall, pending any application thereof under the provisions of the last preceding clause hereof, invest the capital moneys arising from any sale or other dealing under the said clause upon some or one of the investments authorised by the next succeeding clause hereof or place the same upon deposit with a Scheduled bank or banks as in the next succeeding clause hereof provided with power from time to time at their discretion to vary such investments and to resort to and realise and apply the proceeds of realisation of any such investment for any of the purposes for which such moneys are under the last preceding clause hereof authorised to be applied or expended and subject as aforesaid the Trustee shall stand possessed of the said investments upon trust until the primary trust for conversion shall arise to pay the income thereof and any net moneys in the nature of income arising therefrom to the Company or its assigns and after the primary trust for conversion shall have arisen shall hold the said investments and the income thereof respectively and the net moneys in the nature of income upon and for the trusts and purposes hereinbefore expressed concerning the moneys to arise from any sale calling in collection and conversion under the primary trust for conversion PROVIDED ALWAYS that, in default of such trust for conversion arising and alter payment and satisfaction of all moneys intended to be secured by these presents the said investments and the income thereof shall be and remain in trust for the Company or its assigns. 32.  Authorised investments. Any moneys which under the trusts or powers herein contained ought to be invested by the Trustee may be invested in the name or names or under the legal control of the Trustee in any of the securities of the Government of India or of any State Government in India or any other debentures, funds, shares or securities for the time being authorised by law in India for the investment of trust moneys with power to vary and transpose such investments and insofar as the same shall not be invested shall be placed on deposit in the names of the Trustee in such Scheduled bank or banks as the Trustee may think fit. 33.  Company's duties to carry on business etc. The Company shall and will at all times during the continuance of this security:- a.     Carry on and conduct as required by law from time to time in force the business of the Company in a proper and efficient manner. b.    Keep proper books of account and therein make true upto date and proper entries of all dealings and transactions of and in relation to its business and keep the said books of accounts and all other works and registers and all other documents relating to the affairs of the Company at its Registered Office or other place or places where the said books of accounts and documents of a similar nature ought in the ordinary course to be kept and allow the Trustee or any person nominated by the Trustee in writing at all reasonable times to have full access to all books of accounts and documents of the Company. c.     Give to the Trustees or to such person as aforesaid such information as the trustee shall require as to all matters relating to the business property and affairs of the Company and the mortgaged premises and after acquired property of the Company and furnish to the Trustee six copies of every report, balance sheet, profit and loss account, circular or notice issued to the shareholders of the Company and to each of the debenture holders one copy of the report, balance sheet and profit and loss account and every other document required by law to be annexed or attached to the balance sheet at the time of its issue to the shareholders and the Trustee shall be entitled if it thinks fit from time to time to nominate an accountant, lawyer or agent to examine the books of accounts documents and property of the Company or any part thereof and to investigate the affairs thereof and the Company shall allow any such accountant, lawyer or agent to make such examination and investigation and shall furnish him with all such information as he may require and shall forthwith pay all the costs, charges and expenses of and incidental to such examination and investigation. d.    Keep all buildings, works, machinery, plant, equipment, and other property for the time being forming part of the mortgaged premises in a good state of repair and in good working order and condition and shall not without the previous consent in writing of the Trustee pull down or remove any such building works, machinery, plant, equipment and other property except in the ordinary course of repair and renewal or otherwise in the course of and for the bona fide purposes of the Company and the carrying on of its business and will in such case forthwith repair renew or replace the property pulled down or removed by the property of a similar nature and of atleast equal value and when necessary renew and replace all moveables engines, plant, machinery, tools implements, apparatus, utensils and other effects of a like nature now used or hereafter to be used for the purpose of or in connection with the business of the Company forthwith when and as the same shall be worn out or destroyed. e.     Permit the Trustee and such persons as it shall from time to time in writing for that purpose appoint to enter into and upon the mortgaged premises to view and inspect the state and condition thereof and to pay the travelling, hotel and other expenses of any agent whom the Trustee may depute for the purpose of such viewing and inspection. f.     Insure and keep insured such of the mortgaged premises as are of an insurable nature against loss or damage by fire and such other risks as are normally insured against (and in the time of war in which India shall be engaged and after the outbreak of the same but only if feasible against explosion or damage by aircraft or other hostile means) in the joint names of the Company and the Trustee on the properties hereby charged in such office or offices as the Trustee shall reasonably approve, deliver the polices of such insurance to the Trustee if required and duly pay the premiums and other sums of money payable in respect of such insurance and produce to the Trustee the receipt for every such payment within 7 days of the same becoming due and all moneys to be received by virtue of any such policy shall if received in respect of any part of the specifically mortgaged premises be paid to and applied by the Trustee upon the Company's request in making good any loss or damage which may so arise to the same premises or any of them or for any other purpose for which moneys forming part of the mortgaged premises may be applied under the provisions of Clause 30 hereof which may seem to the Trustee expedient in the interest of the Company and the debenture-holders, and if received in respect of the general assets shall be applied in making good the loss or damages sustained or in such other manner as the Company shall think fit. g.    If default shall be made in keeping the aforesaid premises in a good state of repair and in good working order and condition and so insured as aforesaid or in delivering any such receipt as aforesaid the Trustees, without any obligation or liability to do so, may repair the same premises or such of them as shall in their opinion require repairs and may insure and keep insured such of them as they may deem fit. And the Company will on demand repay to the Trustees every sum of money expended for the above purposes or for any of them by the Trustees with interest at the rate of per cent per annum from the time of the same respectively having been expended and until such payment the same shall be a charge upon the mortgaged premises in priority to the debentures. h.     Duly and punctually pay all rents, royalties, rates, taxes, assessments, stamp duties charges and other proper or usual outgoings imposed on or payable in respect of the mortgaged premises or any part thereof and observe perform and comply with all covenants and obligations which ought to be observed by the Company in respect of the mortgaged premises or any part thereof and also punctually pay and discharge all debts and obligations to or in respect of workmen, clerks and others employed by the Company and all other debts and liabilities that may have priority over the security hereby created and as and when required by the Trustee produce the receipts of such payments. i.      Duly register this Trust Deed in all respects so as to comply with the provisions of the Companies Act, 1956, and the Indian Registration Act, 1908, or any statutory amendment thereof or any Act ordinance or regulation of or relating to any part of India within which any portion of the mortgaged premises is or may be situated and generally do all other acts, if any, necessary for the purpose of ensuring the legal validity of this Trust Deed. j.      If the Company shall issue any part of its unissued capital or shall increase its capital, apply the capital so raised in the first place in the extension of its works, buildings, plant and machinery for the improvement or extension of the business of the Company and subject thereto either in the redemption of the debentures under the powers conferred by Clause 1 of the form of debenture set out in the Third Schedule hereunder written or in the purchase of further property which will become subject to the debenture holders security or in improvements of property already so subject whereby the value of such property will be increased or in the execution of works or otherwise for the purposes of the Company having regard to the objects or any of the objects for which it is formed as set out in its Memorandum of Association. k.     Without the consent of the Trustee, which consent the Trustee shall have an unfettered discretion to grant or to withhold unless and until the Company shall have first paid the half-yearly interest then due and payable on the debentures, not to make any gratuitous payment under any provision of the Company's Memorandum of Association or under the Company's Articles o[ Association nor without the previous consent in writing of the Trustee to apply any part of its assets for forming any funds specified in Article... of the Company's Articles of Association nor accept any surrender of shares from or by any shareholder under the said Articles of Association. l.      Not to pay out of its net earnings or profits or any of the Reserves any dividend to any shareholder or any interest or principal or any part of interest or principal which may be secured or payable to any subsequent encumbrances or any interest on any sums which may have been paid to the Company by any shareholder under the Articles of Association of the Company unless and until the Company shall have first paid the interest then due and payable on the debentures or has made provision satisfactory to the Trustee for making such payment. m.   Make such alterations in the Memorandum and Articles of Association of t he Company from time to time as may be required to give due effect to the provisions of these presents. n.     Forthwith give notice in writing to the Trustee of commencement of any proceedings directly affecting the mortgaged premises. o.    Not to sell or dispose of the mortgaged premises or any part thereof or create thereon any mortgage, lien or charge by way of hypothecation, pledge or otherwise howsoever or other encumbrances of any kind whatsoever to the intent and purpose that the mortgaged premises and all parts thereof shall remain and continue to remain free from any further encumbrances whatsoever during the continuance of these presents. p.    Undertake that the net depreciated book value of the fixed assets of the Company shall at all times be at least double the amount of the debentures and the amount of the term borrowings secured on a pari passu basis and that should the net value of the fixed assets go down because of depreciation or any other reason, it would deposit with the Trustee an amount equal to half the difference between the actual net value of the fixed assets on the one hand and twice the aggregate of the amount of the debentures now being issued and outstanding and the outstanding amount of term borrowing secured on a pari passu basis provided that, the Trustee shall release the deposit on production of evidence by the Company of having created additional fixed assets equal to the amount of the difference. 34.  The company shall i.        furnish whenever required information to debenture trustee including copies of reports, balance-sheets, profit and loss accounts ii.        permit debenture trustee to enter and inspect the state and condition of charged assets iii.        inform the debenture trustee before declaring or distributing dividend iv.        comply with all guidelines, directions issued by the Board of SEBI with respect to the debenture issue v.        create debenture redemption reserve as per SEBI (Disclosure and Investor Protection) Guidelines 2000 and the provisions of the Companies Act and submit an Auditor's certificate to the trustee vi.        convert the debentures into equity in accordance with the terms of the issue if applicable vii.        inform debenture trustee about any change in the nature and conduct of business by the company before such change viii.        keep the debenture trustee informed of all orders, directions notices of Court/Tribunal affecting or likely to affect the charged assets ix.        inform the debenture trustee of any major change in composition of its Board of Directors which may amount to change in control as defined by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. 1997 x.        inform the debenture trustee of any change in business xi.        send to the debenture trustee an updated list of names and addresses of debenture holders, a statement of interest unpaid on debentures and grievances received from debenture holders. 35.  Company's duties qua debenture-holders. The Company hereby further covenants with the Trustee as follows:- a.     The Company shall at all times keep at the Company's Registered Office an accurate Register of the holders of its debentures and enter therein the following particulars, namely:- i.                the name, address, and occupation, if any of each holder, ii.                the debentures held by each holder distinguishing each debenture by its number, and the amount paid or agreed to be considered as paid on those debentures, iii.                the date on which each person was entered in the Register as a debenture holder, iv.                the date on which any person ceased to be a debenture holder and v.                the subsequent transfers thereof. The Trustee and the debenture holders or any of them shall be at liberty at all reasonable times to inspect the said Register and to take copies of or extracts from the same or any part thereof. b.    The Company will issue to each Debenture holder free of charge a Debenture or Debentures, under the Seal of the Company, in respect of his holding showing on the face thereof the denomination number and amount of the Debenture or Debentures and referring to this Deed. c.     If any Debenture be worn out or defaced or where the pages on the reverse for recording transfers have been fully utilised then upon production thereof the Company may cancel the same and may issue a duplicate Debenture in lieu thereof free of cost and if any Debenture be lost or destroyed, then upon proof thereof to the satisfaction of the Company or in default of proof, on such indemnity as the Company may deem requisite, being given and on payment to the Company of any such expenses incurred by the Company in connection with the proof of such loss or in investigation of the title to the Debentures by or in connection with such indemnity a new Debenture in lieu thereof may be given to the person entitled to such lost or destroyed Debentures. An entry as to the issue of the duplicate Debenture and indemnity (if any) shall be made in the Register. There shall be paid to the Company in respect of any duplicate Debenture issued under this condition such sum as the Company shall determine not exceeding the sum of Rupee One and all stamp duty (if any) payable on the fresh Debenture. d.    Upon the request in writing of the registered holder for the time being of any Debentures and upon the surrender of such Debentures for consolidation, the Company will issue in substitution there for one Debenture for the principal moneys secured by the surrendered Debentures or each for a portion of such moneys and upon the like request and upon the surrender of any Debenture for sub-division will issue in substitution there for several Debentures each for a fraction of the principal moneys secured by the surrendered Debenture every such fraction to be for one thousand rupees or a multiple thereof and the surrendered Debenture or Debentures shall be cancelled by the Company. 36.  Company's obligations when Govt. Financial Institution is a debenture holder. The Company hereby further covenants with the Trustee that - So long as any Government Financial Institution shall be the holders of the Debentures the Company shall not without the prior permission of such of them as are then holding the Debentures, obtained in writing: a.     raise any secured loans or borrowings or create any encumbrances except to the extent provided herein. b.    issue any equity or preference capital or change its capital structure. c.     prepay the whole or any part of the debentures. d.    give any guarantee except normal trade guarantees in the ordinary course of business. e.     undertake any new line of manufacturing activity or any general trading activity other than the sale of products arising out of its own manufacturing operations. f.     purchase or sell any capital goods on hire-purchase or deferred payment basis. g.    declare and/or pay any dividend on its share capital if it fails to meet its obligations to pay interest and/or installment or installments and/or other moneys payable under these presents in respect of the debentures as and when they fall due so long as it is in such default. h.     effect any scheme for amalgamation merger or reconstruction during the period the debentures or any part thereof remain outstanding. i.      appoint/reappoint or alter the terms and conditions of appointment (whether existing or future) of its Managing Director/s or General Manager/s or of any selling agents whether sole selling agents or otherwise, or distributors for the sale and distribution of any of its products. j.      change its practice with regard to remuneration of non-whole-time Directors, whether by means of ordinary remuneration or otherwise save the sitting fees of such Directors. k.     radically change its accounting system. l.      utilise any portion of the debentures for purpose other than those for which the same are issued. m.   create any charge or lien or other interest on or in any security created or to be created under these presents in favour of the machinery suppliers or bankers or others on account of deferred payments and/or any guarantees arranged therefor save as provided in sub-clause (c) above. n.     undertake any new project or expansion/diversification of the project. o.    invest its funds by way of deposits other than investing in the shares of Companies by way of rights issue and also other than in co-operative societies or limited companies for staff welfare or for business premises. p.    invest its funds by way of deposits other than in the normal course of business or for staff welfare. (1) subscribe to share capital in any concern other than investing in the shares of Companies by way of rights issue and also other than in cooperative societies or limited companies for staff welfare or for business. 37.  Covenants for title etc. The Company hereby further covenants with the Trustee that (a) notwithstanding anything by the Company done, omitted or knowingly suffered, the Company now has full power to grant convey or otherwise transfer the immoveable and moveable property hereby expressed to be granted, conveyed and transferred unto the Trustees and to charge in favour of the Trustee by way of floating charge the property and assets mentioned in Clause 8 hereof (b) and that it shall be lawful for the Trustee, upon entering into or taking possession of all or any of the mortgaged premises pursuant to the provisions of these presents or otherwise, to hold and enjoy the same and to receive the rents and profits thereof without any interruption or disturbance by the Company or any other person and (c) that freed and discharged from or otherwise by the Company sufficiently indemnified against all encumbrances actions, suits, proceedings and demands, costs, charges and expenses whatsoever (d) And Further that, the Company will from time to time and at all times at the cost of the Company execute and do all such assurances, acts and things as the Trustees may reasonably require for effectuating and completing the security intended to be hereby created And (e) at any time and from time to lime; after the security hereby has become enforceable the Company shall from time to time and at all times execute and do all such conveyances, transfers, assignments, assurances, acts and things as the Trustees may reasonably require for facilitating the realisation of the mortgaged premises and for exercising all the powers authorities and discretions.

Arbitration Clause in Building Agreement Sometimes Arbitration clause assumes great importance in a building agreement. Therefore, it should be drafted on the following lines. “In case any dispute should arise between the owner and the contractor, whether in respect of dealy in supply of materials by the owner or delay in execution of work by the contractor, or the quality of the materials so supplied or the quality of the work done or in respect of decorations or alterations suggested or made or extra work required to be done and so executed or not, or in respect or measurements or work done or required to be done, or demand and payment for part or whole of the work done or not done or delay or refusal in grant of architect’s certificate by the Engineer or its correctness or touching the interpretation, fulfillment or breach of any of the terms of these presents or in respect of deductions to be made or extra payments to be recovered for work improperly done or not executed or in respect of work got done through another contractor for default or breach or non-completion of work agreed to be done under the particulars and for assessment of the value thereof and fixation of liability for the same between the parties hereof or in respect of any act or omission arising out of the performance of non-performance or the obligations or duties pursuant to these presents, the said dispute or disputes shall be referred to the arbitration and final award of a single arbitrator if the parties agree thereto in writing (failing which to the arbitration of an arbitrator to be appointed by the President of the Institute of Engineers ) (or failing which to the arbitration of the municipal or corporation engineer or any competent engineer or architect nominated by him in writing ) on a reference made to him by any of the parties by notice in writing , a copy whereof will be served on the other party at the address mentioned above or such other address as may be notified by that other party sent by registered post. The arbitrator shall be entitles to proceed ex parte after notifying the parties by a reasonable notice as to the time and place therefor. The arbitrator shall also be entitled to associate with himself a surveyor, if necessary at his discretion. The arbitrator shall have power to reopen and revise any certificate granted by the architect engineer under these present.” Agreement for Appointment of Sole Selling Agent by Manufacturing Company an Agreement made on this………..day of ………….between ……………………company, manufacturers of……………(hereinafter called the manufacturers) of the one part AND……………..(hereinafter called the sole agent) of the other part. Whereas 1.     The manufacturers are engaged in the manufacture of ……………..and are desirous of appointing a sole selling agent for the sale of the same. 2.     The sole agent has approached the manufacturers for appointment as the sole selling agent for…………goods of the manufacturers and is willing to perform the duties as such. Now this Agreement Witnesses as Follows: 1.     The manufacturers appoint…………as the sole selling agent for the goods manufactured by them for the area comprising……The sole agent shall have exclusive right to sell the goods of the manufacturers in the afore-mentioned area. 2.     This appointment is being made by the Board of Directors subject to the condition that the appointment shall cease to be valid if it is not approved by the company in the first general meeting held after the date of this appointment (Approval by the company in the first general meeting held after the date of appointment is mandatory under section 294 (2) of the Companies Act, 1956. [Arantee Mfg. Corporation v. Bright (P) Ltd; AIR 1967 Bom 440]. 3.     This appointment shall last for a period of five years computed from the date of this agreement. It may, however, be extended for further periods not exceeding five years on each occasion. (Under section 294 (1) of the Companies Act, 1956, no company shall appoint a sole selling agent for a term exceeding five years at a time.) 4.     The manufacturers undertake not to sell their goods in retail below the following prices. 5.     The sole agent shall not sell the goods in retail below the prices mentioned under CI. 4 of the agreement. 6.     The following prices, based on present market quotations, shall be payable the sole agent to the manufacturers. 7.     For the first year the prices mentioned in CI.6 shall be binding on the parties. Thereafter the prices shall be liable to increase or decrease according to fluctuation in market quotations. 8.     The sole agent shall be entitled to a commission of 3-1/2 per cent. Onm the sale price of the goods. 9.     The sole agent shall have 20 days credit for payment of price of goods after receipt of goods. 10.  The manufacturers shall not effect direct sales of goods within the area mentioned in CI. (1). All inquiries, orders and correspondence which the manufacturers receive in relation to that area shall be forwarded to the sole agent to be dealt with. 11.  The sole agent may appoint sub-agents and representatives for the area covered by the sole agency. The manufacturers shall not enter into any correspondence or dealings, direct or indirect, with them. 12.  The manufacturers agree to execute the orders placed by the sole agent so far as the goods available with them permit. Neither do the manufacturers guarantee minimum supply of goods to the sole agent nor is the latter bound to place order for any minimum quantity of goods. 13.  In case the terms of this appointment are varied by the Central Government in exercise of its power under section 294 (5) ©, Companies Act, 1956, this appointment shall, as from the date as may be specified by the Central Government in its order of variation of terms, be regulated by the terms and conditions as varied by the Central Government. In witness whereof, etc. Download Word Document In English. (Rs.10/-)

Agreement to Act as Technical or Management Adviser THIS AGREEMENT is made at............... this... day of................ between M/s. ABC Co. Ltd., a Company registered under the Indian Companies Act, 1956, having its registered office at... hereinafter referred to as the Indian company of the One Part and M/s. XYZ Co. Ltd., a Company Incorporated under the laws in force in (Name of country) having its registered office at..................... hereinafter referred to as the Foreign Company of the Other Part. WHEREAS the Indian Company is carrying on the business of manufacturing................. and owns a large factory/ factories at................ AND WHEREAS as the manufacturing process In the Indian Company's factories is highly technical and complicated and the production turnover of the Indian Company is very large and requires also administrative skill, the Indian Company approached the Foreign Company, who is carrying on business at... as technical and management advisers to different companies carrying on more or less similar business all over the world for collaboration to act as technical and management adviser. AND WHEREAS after some negotiations the Foreign Company has agreed to act as the technical and management advisers of the Indian Company on the following terms and conditions and it is proposed to record the same in a formal agreement. AND WHEREAS this agreement has been approved by the Government of India and the Reserve Bank of India on the terms and conditions a copy of which is hereto annexed. NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS. -- 1.     The Indian Company hereby appoints the Foreign Company as the technical and management adviser of the Indian Company. 2.     The Foreign Company agrees to depute Its technical and management experts not exceeding... in number fully qualified as regards the business carried on by the Company to advise the India Company as to the technical matters relating to the machinery installed by the Indian Company in its factories at......... and relating to -the quality of production as well as regarding the management of the factories. 3.     The Office of the said experts will be at the registered office of the Indian Company at.......... and the experts will attend to the office work during the Company's working hours except when they are on a visit to the factories. 4.     The Indian Company will arrange for spacious residential accommodation of the experts befitting their position and in a good locality of the city where the registered office of the Indian Company Is situate at the cost of the Indian Company. 5.     The said experts will visit the factories of the Indian Company as and when they think necessary or required but at least once in a week and the Indian Company shall make arrangements for their overnight stays at such place or places. 6.     The said experts will also visit the factory or factories for giving advice and assistance whenever required by the Indian Company or by the local manager of the factory. 7.     The experts will use and make available all their expertise in carrying on the production in the said factories in an efficient manner and also make all suggestions for the efficient management of the factories. 8.     The Foreign Company will make available all the know-how including all literature, formulae, drawings, and other material to the said experts to enable them to advise the Indian Company and to use their expert knowledge in solving any problem as to the running of the machinery and plant and as to the manufacture of the products. 9.     Apart from the expenses required to be incurred for the residence and household purposes of the said experts and their family members namely wives and children and their travelling expenses, the Indian Company shall pay to the Foreign Company for the services to be rendered by the Company and Its experts as follows (Include the list of expenses). The personal expenses of the experts and their families for food and other normal amenities shall not, however, exceed Rs.......... per month per expert. All payments to be made by the Indian Company to the Foreign Company and its experts will be subject to the approval of the Government of India and/or Reserved Bank of India and will he made as stipulated by the said authorities. 10.  If the Indian Company feel that the services rendered by the Foreign Company and Its experts are not satisfactory or necessary, the Indian Company will have the right to cancel this agreement by giving to the Foreign Company three months' prior notice to that effect. 11.  During the period of this agreement the experts deputed by the Foreign Company will not give any advice or other help or guidance to any other Company or person in India. 12.  The experts deputed by the Foreign Company will not be treated as the employees of the Indian Company and will not be entitled to any of the benefits given to the regular employees of the Indian Company. However the experts will be given off-time or casual leave for such days and at such times as may be agreed upon between the expert and the Managing Director of the Indian Company from time to time. 13.  The Letter of Approval issued by the Govt. of India herein recited and hereto annexed shall be deemed to form part of this Agreement and if any term of this agreement is found inconsistent with or contrary to any term and/or condition contained in the said letter, the same will be treated as null and void. 14.  The duration of this agreement will be........ Months/years subject to what is herein otherwise provided. The said period may be extended by mutual consent. 15.  This agreement will be treated as terminated on the happening of any of the events below mentioned. a.     If any party hereto commits breach of any provisions of this agreement and the party who is alleged to have committed breach is served with a notice by the other party three months prior to the intended date of termination by the other party and the former party has failed to amend the breach within the said period. b.    If any event happens which will make the performance of this agreement impossible including any force majeure event. c.     If either the Indian Company or the Foreign Company goes into either voluntary or compulsory liquidation according to or under the law by which it is governed. d.    If the parties hereto mutually agree to terminate this Agreement. 16.  All sanctions, approvals, permissions, licences and other requirements of the Government of India and of any statutory authorities required for giving effect to all the terms and conditions of this agreement shall be obtained by the Indian Company. 17.  In the event of any dispute or difference arising between the parties hereto as to the rights and obligations under this agreement or as to any claim, monetary or otherwise of one party against the other or as to the interpretation and effect of any terms and conditions of this agreement such dispute or difference shall be referred to Arbitration of a common Arbitrator if agreed upon, otherwise to two or more Arbitrators, one to be appointed by each of the parties to this agreement and such Arbitrator shall be governed by the Indian Arbitration & Conciliation Act, 1996. The venue for such Arbitration shall be................. in India. 18.  The validity of this agreement and the effect or meaning of the term hereof will be decided according to the Indian Law. 19.  Any communication by one party to the other shall he made by registered post through airmail, with acknowledgement due or by telex o fax or cable. In case the communication is made by telex or fax or cable the same will be subsequently but immediately thereafter confirmed b, written communication sent by registered post as aforesaid. Any evidence showing the communication was posted or telex, fax or cable communication was made will be sufficient to prove the posting or sending the communication. 20.  In this agreement the expression 'know-how' shall include technical information such as inventories formulae processes, engineering and manufacturing skill, scientific data, calculations,' specifications, drawings standards, sketches and all other relevant information and knowledge. IN WITNESS WHEREOF the parties have put their respective seals the day and year first hereinabove written. The common seal of M/s. ABC Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated................ in the presence of Mr........................,a Director duly authorised in that behalf The common seal of M/s. XYZ & Co. Ltd., is hereunto affixed pursuant to the resolution of the Board of Directors dated................. in the presence of Mr................... a Director, duly authorised in that behalf. Witnesses; 1. 2. Download Word Document In English. (Rs.15/-)

Agreement by Manufacturing Company to Appoint Agent This Agreement is made on this ..............day of................. 19...... between : 1.     X. Co. Ltd. Of Bombay, hereinafter called the manufacturer ; and 2.     Mr. C s/o Mr. D r/o XYZ, hereinafter called the agent. 1.     Whereas the manufacturers are manufacturing Electronic Products and are desirous to appoint an agent for the sale of the products. 2.     And whereas the agent has approached and is willing to work as agent of the manufacturer. NOW THIS AGREEMENT WITNESSES AS UNDER : 1.     The manufacturer appoint Mr. C as agent of the products of the manufacturer for the area specified here under ....................... (Specify the area for which agent has been appointed). 2.     The appointment of the agent is made by the Board of Directors with the condition that the appointment is subject to approval by the General Body at its first general meeting after the appointment of the agent and if it does not approve the agreement shall cease to be valid. 3.     This appointment shall be effective for a period of three years from the date of appointment. However, the period can further be extended for the period not exceeding more than three years' on each period of extension. 4.     The manufacturer undertakes that no retailing shall be made below the rates as under (here specify the rates). 5.     The agent undertakes not to sell goods in retail below the rates given in the agreement. 6.     The agent shall be entitled to an agency commission of 5% on the sale price of the goods. 7.     That the agent shall get the consignment on 30 days' credit. The agent shall make the payment of the consignment within 30 days' from the date of receipt of the goods. 8.     That the manufacturer shall not sell the goods in the areas for which the agent has been appointed. All correspondence etc. In this regard, if received by the manufactured shall be forwarded to the agent for doing the needful. 9.     The agent can appoint sub-agents in the areas of agency. 10.  The manufacturer shall execute all orders of the agent according to availability of the stock with them. 11.  That the agent shall not place any order for a quantity below the minimum supply of the goods. In the same way the manufacturer shall not supply below the minimum quantity of goods to the agent. IN WITNESS whereof the parties have executed these presents of the day, month and year first above written. Sealed, signed and delivered by Mr. A pursuant to Board Resolusion dated ......... of X & Co. Ltd __________________________ (Secretary) Sealed, signed and delivered by Mr. C. __________________________ Mr. C ( Agent ) In the presence of 1. ............... 2. ............... Download Word Document In English. (Rs.10/-)

Agreement for Appointment of a Sole Selling Agent for a Specific Territory SOLE SELLING AGENCY AGREEMENT THIS Agreement is made at……………..this……………..day of……………..20…………… between: M/s ……………….., a company incorporated under the Companies Act, 1956 and having its registered office at ........... hereinafter called "the Company" (which expression shall unless it be repugnant to the context or meaning thereof, mean and include its successors and assigns) of the First Part And M/s. ………………., a partnership firm registered under the Indian Partnership Act, 1932 comprised of its three partners viz. (1)………..(2)…………..and (3)…….. and having their office at ....…….......hereinafter called "the Agents"(which expression shall unless it be repugnant to the context or meaning thereof, mean and include the partners for the time being and from time to time constituting the said partnership firm, the survivors or survivor of them, the heirs, executors and administrators of such last survivor) of the Second Part. WHEREAS the company is manufacturing various electronic and home appliance products and the agents, having a proper infrastructure to exhibit the company's products, have approached the company to appoint them as its Agent in the State of Rajasthan for the promotion and sale of the products of the company in the said area. AND WHEREAS the company has accepted the offer of the agents to be its sole selling agents for the State of Rajasthan. NOW THIS DEED WITNESSES AND THE PARTIES HERETO HEREBY AGREE AS UNDER 1.     The company appoints the agents and the agents agree to act as company's sole selling agents for the State of Rajasthan with effect from ………….or a period of five years for the promotion and sale of the company's products in the said area. 2.     The agents shall make sale of the company's products and shall work conscientiously for the promotion and sale of company's products. 3.     The agents shall sell the goods in retail at the retail rates fixed by the company. The agents shall not sell the goods in retail below the retail price fixed by the company. 4.     The agents shall be entitled to a commission of 4% (four per cent) on the net proceeds of the sale of such goods. However, the commission shall be payable upon money actually received and not on outstanding debts. 5.     The company will not effect direct sale of its products within the area of the State of Rajasthan and all inquiries, orders and correspondence received by the company in relation to that area shall be forwarded to the agents to be dealt with. 6.     The company shall supply the goods to the agents at its own cost and charge as early as possible after receipt of the order in writing. 7.     The company shall reimburse to the agents all reasonable expenses for carriage or delivery of said goods, and other reasonable expenses attending the sale thereof. 8.     The agents shall maintain proper accounts of (i) all goods received by them; (ii) the particulars of the sale thereof; (iii) all credits given on account of any goods. The company's executive and authorized officials shall be entitled to inspect such accounts at reasonable times, who may also take copies or extracts from the same or any of them. 9.     The agents will submit true and proper accounts of (i) all goods received by them; (ii) all orders received by them; (iii) the particulars of all sales; (iv) other transactions made and (v) of all money received and spent by them for and on account of the goods of every quarter to the company in the first week of every quarter. The company will have the right to check the accounts with the account books. 10.  The parties shall settle accounts respecting the sale of goods and other matters on the day in every year. 11.  The company will be entitled to issue reasonable directions and instructions to the agents relating to the sale of the company's products or otherwise relating to the agency business during the continuance of the agency and the agents will be bound to obey and observe the said directions and instructions, unless prevented by unavoidable cause. 12.  The agents shall not during the continuance of the agency buy, sell or deal in the products manufactured by the company, for or on account of any other person other than the company without the consent of the company in writing. 13.  The agents shall not pledge the company's goods supplied to them without the consent in writing of the company. 14.  The agents shall deposit with the company a security of Rs………..in cash for the due performance of this Agreement. The agents shall be entitled to simple interest at the rate of 18% per annum on the amount of the security deposited by them with the company, which shall be paid at the time of settlement of accounts every year. Without prejudice to its other rights, the company may at its discretion, adjust dues or losses suffered by it on account of breach or non compliance of the terms of this agreement from the security. 15.  The company may terminate this agreement, if the agents fail to comply with the terms of this agreement or do not make satisfactory sale of the company's products. The company's opinion shall be final in this regard. However, the company shall give one month's notice to the agents to submit its explanation on the grounds on which the company intends to terminate the agreement. 16.  Either party may terminate the agreement by giving three months notice in writing to the other party. The accounts between the parties shall be settled and finally adjusted within the three months from the date of termination of agency. 17.  On the termination of this agreement, the agents will deliver the goods as shall remain unsold, all books of account and documents relating to the said agency to the company. 18.  The agents shall not assign or transfer the agency to any other person in any manner without the consent of the company in writing. 19.  All disputes and differences of any kind whatever arising out of or in connection with this agreement shall be referred to the arbitration and final decision of an arbitrator to be agreed upon and appointed by both the parties or in case of disagreement as to the appointment of a single arbitrator to the appointment of two arbitrators, one to be appointed by each party and if there are two arbitrators, they shall before taking upon themselves the burden of reference appoint a third arbitrator who shall act as Presiding Arbitrator. This submission to the arbitrators shall be deemed to be a submission to arbitration within the meaning of the Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator or arbitrators as the case may be, shall be final and binding on the parties. 20.  This agreement shall be executed in duplicate. The original shall be retained by the company and duplicate by the agents. The agents shall bear the stamp duty and other expenses on the original and the duplicate of this agreement. IN WITNESS WHEREOF, the parties have caused their common seal to be affixed to these presents and a duplicate thereof, the day and year hereinabove written WITNESSES 1 The Company For ABC Ltd., (………………………) Director 2. The Sole Selling Agent For XYZ Associates (………………………) Partner Download Word Document In English. (Rs.15/-)

Preliminary Agreement to Form a Company to Purchase and Develop Property AGREEMENT is made between Mr. A, residing at... of the First Part, Mr. B. residing at... of the Second Part and Mr. C residing at... of the Third Part, as follows: WHEREAS - 1.        The parties hereto propose to carry on business of buying and developing properties through the medium of a company limited by shares. 2.        The parties have negotiated with the owner of an immoveable property situate at... for the purchase thereof and the terms and conditions are also settled but no formal agreement for purchase is entered into. 3.        Before the said agreement is entered into it is necessary to enter into a formal promotion agreement between the parties hereto and which the parties hereby intend to do. NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1.        The parties hereto agree to form and register a private company limited by shares with the main object of buying or otherwise acquiring immoveable properties, and selling them either as such or after developing them by construction of new buildings and selling or leasing flats and other premises therein on ownership basis or otherwise. 2.        The name of the Company will be... or such other name as the parties will agree to and will be approved by the Registrar of Companies. 3.        The initial nominal or authorised capital of the Company will be Rs.... divided into... equity shares of Rs. 1000/- each. 4.        The parties will get the Memorandum and Articles of Association prepared by M/s... Solicitors/Chartered Accountants and all other papers required to register the Company under the said Act. 5.        The Articles of Association will provide that the Parties hereto shall be permanent directors of the Company, without liability to retire and the number of directors will not be less than three and more than five. The remaining two directors will be appointed by the Parties hereto after registration of the Company if thought advisable and in the interest of the Company. The Articles will also provide for right of preemption to the Parties hereto or any of them if any of them or any other share holder desires to sell his shares at the valuation the basis of which will be provided in the Articles. Articles will also provide that none of the parties hereto will take any action for removal of any of the other of them as director. Articles will also make such other special provisions as may be agreed upon between the parties and with the advice of the legal adviser. 6.        Alter the execution of this agreement the parties hereto shall enter into an agreement for purchase of the said property situate at... with the owner thereof for the price of Rs.... agreed upon and containing all usual terms and conditions and such other terms as the legal adviser will think fit and will be agreed to by the Parties to such agreement. The earnest money required to be paid to the owner of the said property will be paid by the parties hereto in equal shares. The agreement will reserve the right of the parties hereto as purchasers to transfer the benefit of the said agreement to the nominees of the parties hereto including the proposed Company and to obtain the deed of conveyance in the name of the said Company. 7.        On the execution of the agreement to purchase the said property, the Parties shall get the proposed company registered under the Companies Act, 1956. The Memorandum and Articles of Association will be subscribed by the Parties hereto only and each of them will agree to take shares of the face value of Rs.... in cash to enable the company to purchase the said property. 8.        The further amount of capital required for developing the said property will be contributed by the parties hereto in equal shares in the form of debentures to be issued by the Company and the parties may also issue shares and/or debentures to a few friends of the parties hereto who may be interested in buying the same. 9.        On the registration of the Company the parties hereto shall get the agreement for purchase to be entered into by them with the owner of the said property adopted by the Board of Directors and if the completion of the purchase is expected to take some time after registration, the Parties hereto shall enter into an agreement with the Company for assigning the benefit of the said agreement for purchase by way of sub sale for the same price and on the same terms and conditions and such agreement will also be got approved by the Board of Directors. 10.     If by the time the Company is registered, the purchase of the said property is ready for completion, the parties hereto shall procure the deed of conveyance from the owner of the said property and any other persons found interested therein in favour of the Company direct and the parties hereto shall execute the same as confirming parties. 11.     All the expenses of and incidental to the said agreement and the conveyance including stamp duty and registration charges will be paid out of the funds of the Company. 12.     The parties agree that none of them will carry on directly or indirectly the said business of dealing in immoveable properties except through the said Company. IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written. Download Word Document In English. (Rs.10/-)

Agreement between a Newspaper Publisher and an Advertising Agency for Securing Advertisements ADVERTISING AGREEMENT THIS AGREEMENT made at……………..on this……………..day of……………..20………... Between: M/s. ………………………..., a company incorporated under the Companies Act, 1956 and having its registered office at ......... hereinafter called "the company", (which expression, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the FIRST PART And M/s. ………………………..., a company incorporated under the Companies Act, 1956 and having its registered office at………….. here in after called "the advertising agency" (which expression, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART. WHEREAS the company publishes a newspaper……………..hereinafter referred to as "the said newspaper" an English daily in circulation all over India. AND WHEREAS the company is desirous to appoint advertising agents for securing advertisements for the said newspaper. AND WHEREAS the advertising agency has agreed to act as the advertising agents for securing advertisements for the said newspaper on the terms and conditions hereinafter mentioned: NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS HEREIN CONTAINED. THE PARTIES HEREBY AGREE AS FOLLOWS: The company appoints advertising agency as the agents for securing the advertisements for the publication in the newspaper I at the rates mentioned in the First Schedule hereunder written. If the advertising rates are changed by the company, the company shall deliver the copy thereof to the advertising agency under registered post. The advertising agency shall secure such number of advertisements for the company as shall occupy the space covered by pages of the said newspaper. The Advertising Agency shall send to the company the matter of each advertisement including block of the photograph to be included in the advertisement two weeks before the intended date of publication. The Agency shall also give a statement about the size of the advertisement, on which dates and on which page of the newspaper the advertisement will be published. If the advertising agency books any advertisement in the language other than English, the company shall make arrangements for translating the same into English without any extra charge. The advertising agency will collect the advertisement charges in respect of the advertisements secured by it and shall remit the same to the company every week. If any advertisement charges are not recovered for a period of six months from the date of its publication, the advertising agency shall be liable to pay the same to the company. However, if the said charges are recovered by the company later on, the company shall pay the same to the advertising agency. The company shall pay a commission of……………..% on the amount, for which the advertisements are secured by the advertising agency and are published in the said newspaper. The company shall pay the amount of commission to the advertising agency by tenth of the next succeeding month in respect of the advertisements secured during a month. The advertising agency shall be entitled to inspect the accounts of the company in respect of advertisements published in the said newspaper. The advertising agency shall not secure advertisements for any other newspaper during the currency of this Agreement. However, it can act as advertising agency to secure advertisements for the magazines and journals. The editor of the said newspaper will have the power to refuse publication of any advertisement secured by the advertising agency, if in his opinion the said advertisement is obscene or of such a character that it should not be published in public interest or if published it will violate the provisions of any law in force. If the advertising agency is not satisfied with the decision of the editor, the matter shall be referred to the Managing Director of the Company, whose decision thereon shall be final and binding on both parties. This Agreement shall continue in force for a period of……………..years from the date of these presents. However, the Agreement may be terminated before the expiry of the period of …………….. years by one month's notice in writing delivered by any party to the other. If the company ceases to publish the said newspaper, this agreement shall be deemed to be cancelled. If the advertising agency commits breach of any term of this agreement, the company may terminate this Agreement and on such termination, the company shall not be liable for any damages or loss thereunder arising to the advertising agency. The Advertising Agency shall indemnify and keep indemnified the company against any claim, loss, costs, charges and expenses made by or incurred by or suffered by the company on account of breach of copyright in any advertisement or on account of any advertisement being found defamatory or otherwise objectionable or on any other ground whatsoever. Any dispute, difference or claim arising out of or in connection with or incidental to this Agreement shall be first attempted to be settled by mutual discussion, failing which the parties shall refer the same to arbitration by an independent Arbitrator appointed by the Mutual consent of both the parties. The Arbitrator shall conduct arbitration proceedings in accordance with the Arbitration and Conciliation Act, 1996 or any amendments thereto. The venue of arbitration shall be at ……………... IN WITNESS WHEREOF, the parties have caused their common seal to be affixed to these presents and a duplicate thereof, the day and year hereinabove written WITNESSES 1 The Company For …………………….. (………………………) Director 2. The Advertising Agency For ………………………. (………………………) Director Download Word Document In English. (Rs.10/-)