Agreement for Promoting a Company (India)

AGREEMENT FOR PROMOTING A COMPANY

AGREEMENT

BETWEEN

______________________________

AND

______________________________

TO PROMOTE A COMPANY TO BE KNOWN AS ____________

THIS AGREEMENT made at _______ the ____ day of _____________, 2000 BETWEEN __________________________ LTD., a Company incorporated under the Companies Act, 1956 having its registered office at ______________ (Hereinafter referred to as "A" which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the ONE PART AND MR. B, Resident of India residing at __________________________ (Hereinafter referred to as "B" which expression shall unless repugnant to the context or meaning thereof include his/her heirs and legal representatives) of the OTHER PART;

WHEREAS:-

A.    The parties hereto have agreed to jointly promote and incorporate a company in India to carry on the business of ___________________;

B.    The parties hereto have agreed to subscribe to the shares of such company subject to the condition that they shall enter into an Agreement in terms of these presents;

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1.      

a.     The parties shall jointly promote forms and incorporate a private company limited by shares under the Companies Act, 1956 or any statutory modification or re-enactment thereof for the time being in force under the name ________________ (Hereinafter called "the Company").

b.    The registered office of the Company shall be situated in Mumbai at ____________________ or at such other place as may be mutually agreed upon between the parties in writing.

c.     The Company shall, upon its incorporation, carry on the business of ___________________. The parties hereto shall ensure that no other business activity is undertaken by the Company at any time without the prior written consent of both parties hereto.

2.     The Memorandum and Articles of Association of the Company shall be in a form mutually agreed upon in writing between the parties hereto. The Memorandum and Articles of Association shall include such of the provisions contained herein as can be lawfully included therein. Any alteration of the Memorandum or Articles of Association of the Company shall be made only with the prior written consent of the parties hereto.

3.      

a.     The authorised share capital of the Company upon incorporation, shall be Rs._______/- (Rupees __________________only) consisting of _______ equity shares of each. The paid-up share capital of the Company upon incorporation shall be Rs._________/- (Rupees ____________________only) consisting of ____ equity shares of _______ each fully paid. The initial subscription by the parties hereto to the aforesaid paid-up share capital of the Company shall be Rs.________/- (Rupees _______________ only) each. The issue of any further capital by the Company shall be made at each time and in such manner as is mutually agreed upon between the parties from time to time.

4.      

a.     "A" shall subscribe for in cash at ________ and hold _________ of the total issued, subscribed and paid-up equity capital of the Company for the time being and from time to time.

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