Joint Venture Agreement (India)

JOINT VENTURE / SHARE HOLDERS AGREEMENT

MODEL OF A JOINT VENTURE/SHARE HOLDERS AGREEMENT BETWEEN TWO COMPANIES HOLDING EQUAL SHARES IN THE JOINT VENTURE COMPANY TO BE INCORPORATED FOR A PARTICULAR PROJECT

THIS AGREEMENT executed at_______________ on the day of___________________

BETWEEN: M/S. ABC PRIVATE LIMITED.

(herein after referred to as the "ABC", which expression shall, wherever the context so requires or admits, mean and include, its successors and assigns).

A N D: M/S.XYZ PRIVATE LIMITED,

(here in after referred to as the "XYZ ", which expression shall, wherever the context so requires or admits, mean and include, its successors-in-title and assigns);

WITNESSES AS FOLLOWS:

      I.        WHEREAS ABC is engaged in business of ____________________ and have the necessary experience and expertise in that field;

     II.        WHEREAS the XYZ are doing ____________________________________ and have the necessary experience and expertise in that field;

    III.        WHEREAS the parties hereto have decided to float a project of _______________________________ ( hereinafter referred to as the "PROJECT");

   IV.        WHEREAS ABC and XYZ both having the necessary infrastructure and the capabilities of providing the services required for the project have agreed to form a Joint Venture Company for the Project and ABC and XYZ are desirous of entering into an Agreement for constituting Joint Venture Company in terms hereof;

    V.        WHEREAS the Parties hereto for the said Project have decided to form a Joint Venture Company and whereas subject to all necessary consents, licences, permissions and authorities to be procured for the formation and incorporation of the joint venture Company in the State of India, with the principle object, inter alia, being that of ____________________;

   VI.        WHEREAS ABC and XYZ are desirous of recording the Agreement with regard thereto and the agreement arrived at between them;

  VII.        NOW THIS AGREEMENT WITNESSESTH AS FOLLOWS:

1.     It is agreed between the parties hereto to constitute a new Company which will be incorporated under the provisions of the Companies Act, 1956 and the Parties further agree that the said Company shall carry on its business in the name and style of "XYZ - ABC PRIVATE LIMITED" or any other name as may be mutually agreed between the parties hereto, (hereinafter referred to as the "SAID COMPANY" or "JOINT VENTURE COMPANY")

2.     It is agreed that the terms and conditions of this Agreement shall govern the relationship of ABC and XYZ and the rendering of services under this Agreement and any subsequent Agreement;

3.     It is agreed between the Parties hereto that the share holdings of the said Company shall be held by XYZ and ABC in the ratio of _% belonging to XYZ and _% belonging to ABC;

4.     The Company shall be incorporated in the State of _________, after following all the provisions of the Companies Act, 1956 including any amendments from time to time, required for the incorporation thereof. The Registered Office of the Joint Venture Company shall be situated at "__________", ___, ________ Road, ___________________;

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