Agreement of Amalgamation of One Company with Another

Agreement of Amalgamation of One Company with Another

This agreement is made on this 5th day of June 2000 between AB Co. Ltd., a company registered under the Companies Act 1956 and having its registered office at ………………………… (hereinafter called the vendor) of the One Part and XY & Co. Ltd., a company registered under the Companies Act 1956 and having its registered office at …………………… …………… (hereinafter called the purchaser) of the Other Part.

Whereas the vendor is a company limited by shares with a capital of Rs. 50 lakhs divided into 50,000 shares of Rs. 100 each; And whereas  the vendor has under its Memorandum of Association the necessary rights and powers to sell, transfer or convey the business of the company in whole or in part with all its undertakings, assets, pending contracts and other rights whatsoever for adequate consideration in cash, shares, debentures or such other securities;

And whereas the purchaser is a company limited by shares with a share capital of Rs. 100 lakhs divided into 1,00,000 shares of Rs. 100 each;

And whereas all the shares of purchaser have been allotted and paid-up and the purchaser is authorised under its Memorandum of Association to increase its share capital;

And whereas the purchaser has the power under its Memorandum of Association to purchase the business of any other company similar to the one carried on by it as a running concern with all its assets, rights and liabilities whatsoever;

And whereas the vendor has agreed to amalgamate with the purchaser and it has passed necessary resolution for that purpose on ……………… and the purchaser has also passed the necessary resolution on ………………… for taking over the business of the vendor with all its undertakings, assets and liabilities.

Now these presents witness and the parties hereby agree as follows:

1. The purchaser shall forthwith pass the necessary resolution to increase its share capital to Rs. 150 lakhs by the creation and issue of 50,000 shares of the value of Rs. 100 each ranking pari passu in all respects with its present shares.

2. The vendor shall sell and the purchaser shall purchase and take over the entire business of the vendor with all its undertakings, rights, assets and liabilities whatsoever with effect from the ……………… day of ……………… for consideration of Rs. 60 lakhs agreed to be paid to the vendor in the manner as follows:

(a) Rs. 10 lakhs in cash; and the balance

(b) Rs. 50 lakhs by issue of shares to the vendor

or to such persons as the vendor may direct, which shares shall be treated as fully paid-up.

3. As for the ……………… day of ……………… the purchaser shall be entitled to the business of the vendor with all its undertakings, rights, securities and liabilities whatsoever and wherever situate and shall thenceforward be entitled to carry on the business, realise the securities without any let or hindrance from the vendor company or any one claiming through or under it.

4. Upto the above said …………… day of …………… when the business of the vendor is taken over as above the vendor shall carry on its business for and on behalf of the purchaser.

5. On or before the expiry of ……………… days from the date of taking over of business as above the vendor shall deliver to the purchaser all title deeds of the properties and the premises belonging to it along with an abstract report regarding its title to the properties and premises. The defects, if any, to the title of the vendor to the said properties and premises shall be intimated to the vendor in writing within …………… days after receipt of the title deeds and abstract of title and if no objection is lodged within the time prescribed as above the purchaser must be deemed to have accepted the title.

6. The purchase shall be completed on ………… the ………… to …………… at the office of the purchaser’s Solicitors when the purchaser shall pay the said sum of Rs. 10 lakhs in cash or Bank Draft and shall hand over the Certificates for Rs. 50 lakhs of the said shares and thereupon the vendor and all other necessary parties shall execute all such deeds and do such things as may be reasonably required for vesting all the properties agreed to be sold in the purchaser.

7. The entire staff of the vendor company shall be taken over and maintained by the purchaser company with effect from the aforesaid date of taking over on the same terms and conditions as those are at present prevailing.

8. For the purpose of stamp duty the value of goodwill fittings and fixtures, book debts, contracts, patents, designs and trade marks, belonging to the vendor shall be taken as Rs. 10 lakhs and the value of all other properties of the vendor hereby agreed to be sold at Rs. 50 lakhs.

In witness whereof the parties hereto executed these presents on the day, month and year first above-written.

Signed,   sealed  and   delivered

by Mr. ……………………………

pursuant  to Board Resolution

dated …………… of the vendor

AB Co. Ltd. in the presence of:                                          vendor

Signed,   sealed  and  delivered

by Mr. ………………………….

pursuant to Board  Resolution

dated ………… of XY & Co. Ltd.

in the presence of:                                                            purchaser

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