WHEREAS the parties herein have agreed subject to all necessary approvals, consents, validations, permissions and licences to procure the formation and incorporation in the State of West Bengal an INDIAN COMPANY with a Memorandum of Association as its principal objects, inter alia, of manufacturing and marketing and exporting Computers, setting up of infrastructures and to do acts incidental thereto.
AND WHEREAS the parties hereto have agreed to assist each other on certain matters to ensure the success of the operation of the INDIAN COMPANY.
Now therefore these presents witnesseth and the parties hereto hereby agree as follows:
(c) the authorised share capital of the new company will be Rs. 50 crores, divided into 50 lakhs equity shares of Rs. 100 each out of which issued subscribed and paid-up capital shall be Rs. 40 crores divided into 40 lakhs Equity shares of Rs. 100 each;
(d) The Memorandum and Articles of Association of the new company shall be approved by the Foreign Company and the INDIAN COMPANY.
4. The number of directors of the new company shall be minimum five and maximum eleven. The foreign company and the INDIAN COMPANY shall have equal number of directors in the Board but the Chairman of the Board of Directors as also at the General Meeting shall be one of the directors representing the INDIAN COMPANY. The foreign company and the INDIAN COMPANY shall exercise their rights as shareholders in accordance with the law and in terms of the present Agreement.
6. The new company shall maintain proper books of accounts and records as required by law and the foreign company and the INDIAN COMPANY shall have the right to inspect the books of accounts and records and correspondence of the new company and take copies thereof at its own costs.
9. The foreign company and the INDIAN COMPANY both shall from time to time make available to the new company their qualified employees for providing suitable services so that the new company can achieve its objectives.
11. In case of breach of any of the terms of this Agreement by a party the other party may give two months notice to rectify the breach in default its intention to terminate the agreement. In the event the breach is not remedied then the other party shall give a second notice that it would terminate the agreement with effect from 30 days from receipt of the said notice.
13. The agreement shall be governed by the laws of India and the courts in India shall have jurisdiction to entertain any legal proceedings in relation to any dispute in relation to the agreement. In the event any of the clauses or part of the agreement be held to be invalid, that will not affect the other part or clauses which valid portion shall be enforceable.
14. All notices are to be served in the manner permissible under the law at the addresses recorded in the books and records of the new company.
16. All disputes and differences between the parties or any claims by any of the parties arising out of or in relation to this agreement including its construction, validity, compliance or breach which the parties have tried to but could not settle shall be referred to the Bengal Chamber of Commerce for settlement by arbitration proceedings in accordance with the law in India in force and the Award of the said Chamber of Commerce shall be final and binding on the parties to this agreement.
