Agreement Of Amalgamation Of One Company With Another
Agreement Of Amalgamation Of One Company With Another Deed Format
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;
Now these presents witnesseth and the parties hereby agree as follows:
1. The purchaser shall forthwith pass the necessary resolution to increase its share capital to Rs. 150 lakhs by the creation and issue of 50,000 shares of the value of Rs. 100 each ranking pari passu in all respects with its present shares.
2. The vendor shall sell and the purchaser shall purchase and take over the entire business of the vendor with all its undertakings, rights, assets and liabilities whatsoever with effect from the ……………… day of ……………… for consideration of Rs. 60 lakhs agreed to be paid to the vendor in the manner as follows:
(a) Rs. 10 lakhs in cash; and the balance
(b) Rs. 50 lakhs by issue of shares to the vendor
or to such persons as the vendor may direct, which shares shall be treated as fully paid-up.
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.
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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