Professional Documents
Culture Documents
PRINCIPAL AGREEMENT
_______________ 2010
BETWEEN
AND
AND
2
to the context or meaning thereof be deemed to include Companies,
Individuals, HUF etc.)
WHEREAS
(i)
undertake,
improve,
equip,
promote,
initiate,
(ii)
District
Osmanabad
and
has
already
been
(iii)
(iv)
Dhiksal,
Taluka
Kallamb,
Disrict
Osmanabad
(v)
(vi)
4
copy of the list of existing Assets as on March 31, 2010
(including preliminary and pre-operative expenses and advance
paid for supply erection and installation of plant and machinery
and land and building, and liabilities as on March 31, 2010 is
annexed hereto and marked as Annexure ____ hereto.
(vii)
remaining
permissions
and
licenses
required
for
(ix)
5
(x)
(xi)
(xii)
Term
Loan
bearing
A/c
No.
772
1,57,00,000/-
Loan
bearing
A/c
36,00,000/-
Loan
taken
from
Mr.
12,00,000/-
Shridhar Bhanvar
6
Outstanding Payment of Mr. Rajakhan
10,00,000/-
10,00,000/-
The
2,25,00,000/-
PI
Group
shall
immediately
make
payment
of
Ltd.,
and
shall
thereafter
make
payment
of
all
installments of loan till the entire dues are repaid in full. The PI
Group shall within 2 months from the date hereof make
payment
of
Rs.12,00,000/-
Rs.10,00,000/-
to
Mr.
to
Raja
Mr.
Shridhar
Khan
Bhanvar,
(Contractor)
and
Number of
Percentage
shares of Rs.
held in the
7
10/- each
Mr. Badrinarayan Mundada
Mr. Balaprasad Karwa
Badrinarayan Mundada (HUF)
Mr. Shridhar Reddy
Mr. Namdev Paul
Mrs. Sorjabai Sadafule
Total
total paid up
6,500
27,000
50,500
6,000
5,000
5,000
1,00,000
capital
6.5______%
27______%
50.5______%
6______%
5______%
5______%
100______%
paid
capital
of
1.00
Lac
shares
from
present
(xiv)
(xv)
8
contemplated by the said agreement, the shareholding pattern
of Gorja Company would be as follows:
Number of
Percentage
shares of Rs.
held in the
10/- each
total paid up
allotted at a
capital
premium of
Rs.115/- per
share
Mr.
Mr. Anand Birbichand Balai
8600
8600
4300
4300
4300
4300
4300
(xvi)
NOW
THEREFORE,
IN
CONSIDERATION
OF
THE
MUTUAL
LEGALLY
BOUND
HEREBY,
COVENANT
AND
AGREE
AS
FOLLOWS:
1.1
DEFINITION
1.1.3 "Closing Date" means the Closing Date as defined in the Share
Purchase Agreement which is being executed simultaneously with this
agreement
1.1.4 "Financial Year" means each period of twelve (12) months which
shall end on 31st March every year.
10
1.1.6 "Group Company" means with its grammatical variations, a
company in which any one or more of the Shareholders, in the case of
individuals either by themselves and/or through their relatives and in
the case of a company either by itself and /or through its holding or
subsidiary company, holds at least twenty six percent (26%) of the paidup share capital of that company.
1.1.8 "Parties" means (i) ES ,(ii) PI and (iii) Gorja Company and "Party"
shall be construed accordingly referring to (i) , (ii) or (iii) .
1.1.10
1.1.11
Securities
means
preference
shares,
or
any
other
1.1.12
of Maharashtra.
1.2
INTERPRETATION
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11
1.2.2 Article and paragraph headings are inserted for ease of reference
only and shall not affect the interpretation of this Agreement;
1 2.3 Words and expressions not defined herein shall have the same
meanings as defined in the (Indian) Companies Act, 1956 (Act);
1.2.5 Words denoting one gender include all genders, words denoting
individuals or persons include corporations and trusts and vice versa,
words denoting the singular include the plural and vice versa, and words
denoting the whole include a reference to any part thereof;
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2.1
2.2
and (b) any law or regulation of its jurisdiction of incorporation or its own
constitutional documents or any other agreement to which it is a party;
and
2.3
3.
3.1
3.2
Territory and also through branches / offices as the Board may decide.
3.3
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13
any such agreement or transaction shall be documented on that basis
and shall be communicated to the other Party.
4.1
4.2
4.3
The Board shall have the responsibility for the overall management
4.4
(i)
(ii)
1] Mr.
2] Mr.
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3] Mr.
4)Mr.
5) Mr. Anand Birbichand Balai
6)Mr. Shreedhar Gangadhar Bhanwar
(iii)
(iv ) The persons above and so also any person whose name is proposed
to be appointed as the Director of Gorja Company shall give a
declaration :
That their names are not included in the RBI defaulters list.
The
details
of
interest
in
other
firms/companies
as
(v)
4.5
4.6
of the Board shall be elected in accordance with the provisions of the Act.
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15
(ii)
director, whose seat has become vacant shall have a right to nominate
another person to fill up such vacancy. The Parties agree to exercise their
voting rights in Gorja Company in such manner as to effect the
appointment of the person so nominated by a Party as a director.
(iii)
Each Party agrees not to vote to remove the appointees of the other
4.7 The board may from time to time appoint and constitute various
committees to take certain decision in respect of
within the purview of the board of directors and within limits specified in
the board meeting in relation to purchase of fixed assets, purchase of
stores, maintenance, legal and statutory matters, Personal (for staff and
workers), administration, Marketing, Finance, and Budget etc. and
respective Directors, General Managers, Staff members and Professional
consultants will represent these committees. All committee head shall
submit the report of monthly performance to board.
Is agreed between the parties that the ES Group will transfer 1.00 Lacs
equity shares to the PI Group at the face value of Rs.10/- per share
which amounts to Rs.10.00 Lacs at the share value of Rs.10/- per share
aggregating to sum of Rs.10,00,000/-
6. SCHEDULE OF PAYMENT:
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16
PI Group will pay the total consideration of Rs.2,25,00,000/- for the
entire shares of the ES Group as per the details given below:
1,57,00,000/-
with
36,00,000/-
The
12,00,000/-
Osmankhan
10,00,000/-
Pathan
(Contractor)
Share Price payable for Rs. 10.00 Lacs
10,00,000/-
The
2,25,00,000/-
PI
Group
shall
immediately
make
payment
of
Ltd.,
and
shall
thereafter
make
payment
of
all
installments of loan till the entire dues are repaid in full. The PI
Group shall within 2 months from the date hereof make
payment
of
Rs.10,00,000/-
Rs.12,00,000/to
Mr.
to
Mr.
Rajakhan
Shridhar
Osmankhan
Bhanvar,
Pathan
16
17
of this agreement make payment of Rs.10,00,000/- to the ES
Group being the share value of equity shares held by the ES
Group in proportion to their shareholding in Gorja Company for
Rs. 10.00 Lacs Equity Shares divided into 1,00,000 Equity
Shares of the face value of Rs.10/- each held by the ES Group
No.5/B
at
Village
Dhiksal,
Taluka
Kallamb,
Disrict
Osmanabad.
17
18
10.
BOARD OF DIRECTORS:
It has been agreed by the parties that the board of directors will be
constituted from PI Group and it will be observed in future that the
constitution of board of PI Group will also be in proportion to
shareholding.
The persons above nominated as directors and so also any person whose
name is proposed to be appointed as the Director of Gorja Company shall
give a declaration:
That their names are not included in the RBI defaulters list.
The
details
of
interest
in
other
firms/companies
as
11.
12.
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19
13.
The Board shall appoint a committee/s comprising of four (4) full time
directors from PI Group to take certain decision in respect of matters
relating to
purchase
of
medical
equipments,
X-ray machines,
consultants
will
represent
these
committees.
The
14.
Urban
Co-operative
Bank
Ltd.,
and
shall
20
entire dues are repaid in full. The PI Group shall within 2
months from the date hereof make payment of unsecured loan
of Rs.12,00,000/- taken from Mr. Shridhar Bhanvar and make
payment of outstanding payment of Rs.10,00,000/- to Mr.
Rajakhan Osmankhan Pathan (Contractor). The PI Group shall
simultaneously
upon
execution
of
this
agreement
make
The ES Group has agreed and confirmed with the PI Group that
save and except the aforesaid dues payable by the PI Group all
other loans/liability/outstanding sums as may be reflected
and/or which are not specifically reflected in the provisional
balance sheet of the Gorja Company as on 31-03-2010 shall be
the sole liability of the ES Group and they shall repay/settle the
same in due course. The ES Group has further agreed and
confirmed that save and except the aforestated dues payable by
the PI Group,
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21
15.
16.
THE
TRANSFER
OF
SHAREHOLDING
SHALL
BE
17.
STATUTORY COMPLIANCES:
18.
21
22
It has been observed that for giving the effect of the terms and
conditions as agreed by the parties in MOU existing clauses of
Memorandum of Association and Articles of Association of the Gorja
Company may require amendment in existing clauses so that PI
Group will get all rights in the proportionate holding for dividend,
bonus, rights, preferential allotment or nay other rights attached with
the shareholding and benefits in the project existing, past or future as
well as nomination of directors/Chairman by PI Group, issue of
shares, transfer of shares, general powers of the company vested in
directors.
19.
20.
It has been agreed by both the parties to give effect of this Agreement
the parties to this Agreement shall enter into a separate Share
purchase agreement as per the draft enclosed with this agreement.
21.
21.1.1
21.1.2If ABL at any time takes any steps towards increasing its
capital,
issuing
new
capital,
or
reorganization,
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rights for conversion into shares or options, or take any
other action which could have the effect of diluting the
percentage interest of any of the PI Group in the Gorja
Company, the Gorja Company shall :
(a)
(b)
(c)
The PI Group shall have first right to sell their shares in case
the Gorja Company considers to issue further shares to any
other persons and exit as a shareholder.
24
rearrangement, so as to enable it to maintain its percentage
interest in Gorja Company to the extent it has accepted the
offer, as of the date of the offer.
21.1.5In the event of the offer not being accepted by the PI Group
within 30 days, the Gorja Company shall offer the same to any
persons.
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iii. In addition to personal meetings, the Board may
act by circular resolution on any matter except
matters which by law may only be acted upon at a
meeting. Such draft of a proposed resolution must
be circulated to every member of the board. A
circular resolution on a matter will require the
affirmative vote in writing of at least two directors.
be
borne
by
Gorja
Company.
is
waived
by
the
Directors
26
reconvened meeting (being not less than one third
of the total strength of the Board, or three,
whichever is less), as the case may be, will
constitute a valid quorum, except where the agenda
for that meeting includes items of this Agreement.
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27
B.SHAREHODLERS MEETINGS
b. All
mattes
relating
to
the
place,
the
manner
or
Company
shall
be
provided
by
mandatory
agenda
of
the
meeting
(unless
the
agenda
Provided
that
notwithstanding
anything
to
the
contrary
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item(s) of the agenda of the meeting of the Shareholders where
such item(s) requires approval of the PI Group. Provided further
that any Party to this agreement may waive the requirement of
the presence of its representative by notice in writing for the
purposes of constituting a valid quorum in respect of a specific
meeting of the Shareholders.
i.
ii.
i.
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29
applicable law, all action necessary to ensure that the
Charter Documents do not, any time, conflict with the
provisions of this Agreement and unless an amendment is
approved by the Board of Directors in accordance with
Article 3.4, that the Charter Documents continue to be in
effect in the form (as amended to incorporate the provisions
of this Agreement) described in Article 3.3.1.
i.
institutions/banks
as
directors
of
Gorja
29
30
Company, under the agreements entered/ to be entered
into by the Gorja Company with them.
business
(as approved
in the
Annual
30
31
(k) To change the Accounting Policy and/or Fiscal year of
Gorja Company.
(o) To remit or give time for the repayment of any debt due to
Gorja
Company
excluding
debts
incurred
in
the
(r) To
divulge
or
communicate
to
third
parties
any
31
32
(t) To recommend amendments to the Memorandum or
Articles of Association of Gorja Company.
a.
In
determining
whether
any
of
the
matters
33
amount triggering an approval requirement, shall
be construed as a single transaction for which such
approval is required.
b.
c.
Shareholders
and
any
representative
nominated
auditor
by
or
them
other
shall
be
a.
33
34
b
recruitment
or
change
in
senior
and
timing
for
the
declaration
and
payment
made
by
any
officer,
director,
34
35
employee, consultant or agent acting on behalf of
Gorja Company directly or indirectly to :-
(i)
23
23.2 The Parties to this agreement jointly and severally covenant and
undertake that they shall cause Gorja Company to give effect to
the terms and conditions of this Agreement.
24.
TRANSFER OF SECURITIES
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36
24.1 RIGHTS OF FIRST OFFER ON TRANSFERS OF SECURITIES
24.1.1So long as the ABLs shares are not listed on any Stock
Exchange,
any
Shareholder
(the
proposed
Transferor)
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37
Adherence in the form annexed hereto and marked as
Annexure * . Notwithstanding the above, the ABL shall not
register any transfer in favour of a person carrying on a
competing business (as per the definition of Gorja Companys
Business in Article 1.1.5), without the prior written consent (i)
of the PI Group, or (ii) of the Shareholders other than the
proposed transferor, in any other case.
hereto
if
there
were
no
restrictions
on
their
24.1.5Appraised
value
shall
be
determined
by
any
reputed
37
38
24.1.6The time taken to determine the appraised value under this
section shall not be excluded for the purposes of computing the
120 days period available to the purchaser of the sale shares to
make payment for the sale shares.
39
identify the proposed purchaser and state the number of shares
(or interest therein) (on a fully diluted basis) proposed to be
transferred in such transfer, the proposed offering price and
any other material terms and conditions of the proposed
Transfer. The Tag-Along Notice shall also contain a true and
correct copy of any offer to the transferor by the proposed
purchaser of such shares (or interest therein) as well as the
extent and nature of representations and warranties required, if
any, to be provided by the PI Group
39
40
pursuant to and in compliance with the terms hereof. Such sale
shall be made on the following terms and conditions:
24.2.5.1
24.2.5.2 Within ninety (90) days after the later of the dates on
which the PI Group (A) received notice of the Prohibited
Transfer or (B) otherwise become aware of the Prohibited
Transfer, the PI Group shall, if exercising the option
created hereby, deliver to an independent third party
nominated as escrow agent (the "Escrow Agent) the
certificate representing shares to be sold, each certificate
to be properly endorsed for transfer. The said period of 90
days shall be extended by such further period as may be
required for obtaining any approvals and for which the
Gorja Company shall render co-operation and assistance
to the PI Group.
24.2.5.3
fees
and
expenses,
as
specified
in
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41
24.2.6Notwithstanding the foregoing, any attempt by the selling
founder to transfer share in violation of this agreement shall be
void and the Gorja Company agrees it will not effect such a
transfer nor will it treat any alleged transferee as the holder of
such securities shares without the written consent of the PI
Group.
25
encourage,
subsidise
and
organise,
hospitals,
attention
or
rehabilitation
or
for
treatment
of
41
42
100% of the Gorja Companys equity capital, unless all the
Directors of the Gorja Company, including the PI Groups
nominee, decide unanimously that Gorja Company shall not
pursue or undertake such Corporate opportunity.
1.
2.
products
and
services
that
may
be
3.
42
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26.2 Each Party hereto, so long as its shareholding in Gorja Company is
at least fifteen percent (15%), shall have the right, at its own expense, to
acquaint itself with, audit and investigate the operations of ABL, through
its employees or Auditors. Full access to all records will be given for this
purpose and officers of Gorja Company shall extend all possible cooperation for this purpose.
27
ACCOUNTING MATTERS
27.1 Gorja Company shall at all times maintain accurate and complete
accounting
and
other
financial
records
in
accordance
with
the
27.4 Gorja Company shall prepare an annual business plan for every
Financial Year which shall include the following:
(i)
43
44
retain out of the previous Financial Year's distributable profits to
meet such working capital requirements;
(ii)
(iii)
(iv)
27.5 Business plans (including business projections for first, third and
fifth year future financial periods) shall be submitted for approval by the
Board not later than thirty (30) days before the commencement of the
Financial Year in question.
28. INSURANCE
Gorja Company shall insure all its assets and properties, against such
risks and in such amount as may be decided in a Board meeting of Gorja
Company. Gorja Company shall obtain all requisite insurance cover for
property and persons, as prescribed or needed as per the applicable
laws.
29.
NON-COMPETITION
27.1 Parties to this agreement shall not, and shall ensure that none of
its affiliates, relatives, associates or companies or their subsidiaries,
shall directly or indirectly:
44
45
(i)
(iii)
(iv)
30
DURATION OF AGREEMENT
The Agreement shall remain in full force and effect for an indefinite
period, unless terminated in terms of the provisions of Article 18 hereto,
or upon the ES Group ceasing to be the Shareholder of Gorja Company.
31
TERMINATION
45
46
(i)
(ii)
any
of
the
Parties
furnishing
any
untrue
or
misleading
information; and
(iii)
any other breach notified to the Party in default and the defaulting
Party failing to remedy the same within thirty (30) days of written
notice in that behalf.
46
47
31.5 This Agreement shall terminate when either party purchases all
the Shares of the other party.
32 SUCCESSORS IN INTEREST
33
NON-ASSIGNABILITY
34
FORCE MAJEURE
34.1 Neither Party to this Agreement shall be liable for any failure or
delay on its part in performing any of its obligations under this
Agreement or for any loss, damage, costs, charges or expenses incurred
or suffered by the other Party by reason of such failure or delay, if and so
far as such failure or delay shall be the result of or arising out of force
majeure i.e., civil commotion, sabotage, lockout, strike or other labour
disturbances, accident, fire, flood, explosion, damage to plant or
facilities, epidemic, quarantine, restrictions or absence of usual means of
communications or transportation, or any other cause whether of the
same or a different nature, unavoidable or beyond the control of the
Party concerned.
34.2 The Party concerned shall immediately give notice in writing to the
other Party in case of any delay or unforeseen events.
35
47
48
35.1 With effect from the Effective Date, all earlier understandings,
arrangements and agreements if any in between the parties touching the
subject matter of this agreement shall stand terminated and neither
Party shall have any right of action against the other Party under it.
36.
MISCELLANEOUS
37
NOTICES
48
49
.
address:
Address:
37.1.2
have been validly given on (i) the expiry of 7 days after posting if
transmitted by airmail or [ii] the expiry of 15 days after posting
if transmitted by postal department [iii] the date of receipt if
transmitted by registered post (ii) the proof of delivery (POD), if
transmitted by courier, or (iii) the business date immediately
after the date of transmission with confirmed answer back, if
transmitted by facsimile or cable transmission, [iv] confirmation
of e-mail whichever shall first occur.
38
SUCCESSION
39
BENEFIT OF AGREEMENT
be
enforceable
by
the
respective
heirs,
executors,
49
50
administrators, permitted successors and assigns of the parties
hereto; provided however, that neither the Shareholders nor the
Gorja Company may assign or transfer any of their rights or
obligations hereunder without the prior written consent of the
other parties hereto, except that shareholders may assign rights
and obligations hereunder to an affiliate in connection with a
transfer of shares to such affiliate as stipulated in Article 4 ?
hereof. Any assignee of rights hereunder will be required by the
assignor to enter into an agreement to be bound by the terms of
this agreement.
40
DOCUMENTS
41
GOVERNING LAW
41.1 This agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and be
governed by the laws of India.
42
ARBITRATION
between
them
regarding
this
agreement.
If
the
50
51
such meeting, the parties agree that they shall, if requested in
writing by either party, meet within thirty (30) days after such
written notification for one day with an impartial mediator and
consider dispute resolution alternatives other than litigation. If
an alternative method of dispute resolution is not agreed upon
within thirty (30) days after the one day mediation, either party
may invoke arbitration proceedings for the resolution of the
disputes which shall be finally settled under the Arbitration and
Conciliation Act, 1996. Notwithstanding any provision to the
contrary, the arbitrator(s) shall have no power or authority to
award punitive damages to any party hereto. The place of
arbitration shall be Mumbai.
42.2 If the arbitrator(s) shall rule that one or more of the provisions
in this agreement is void or, voidable (by any party) or otherwise
unenforceable in any respect, then such provision shall be
stricken and the agreement shall be construed without such
provision, and the remainder of the agreement shall remain in
full force and effect. Notwithstanding the foregoing, if the
arbitrator(s) shall rule that any of the agreement is void,
voidable or unenforceable in any respect, the parties agree that
the arbitrator(s), upon the request of the parties may revise
such
paragraph
(or
offending
that
thereof)
to
make
it
42.3 The award of the arbitrators shall be final and binding upon the
parties and non-appealable and the parties agree to be bound
by the same and the successful party may seek to enforce the
same in an appropriate jurisdiction.
42.4 Each of the parties agree and acknowledge that damages would
be inadequate to compensate for the breach of this agreement
by either party, and each party shall be entitled to equitable
relief by way of injunction or specific performance.
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52
42.5 The arbitrators shall issue a written statement of their award
detailing the facts and reasons upon which their decision was
based.
43 COUNTERPARTS: INTEGRATION
44 HEADINGS DESCRIPTIVE
44.1
45 AMENDMENTS OR WAIVER
52
53
45.1 Neither this agreement nor any of the terms hereof may be
amended, changed, waived discharged or terminated unless
such amendment, change, waiver, discharge or termination is
mutually agreed in writing and signed by all of the parties
hereto.
46 SEVERABILITY
in the presence of
53
54
(1) MR.________________________
BALAI
BHANWAR
KADAM
DIKLE
BAVALE
ADSUL AND
JADHAVAR
in the presence of
authorized signatory
in the presence of
54
55
SCHEDULE A
55
56
SCHEDULE B
DEED OF ADHERENCE
BETWEEN
56
57
SHAREHOLDERS GROUP OF GORJA COMPANY, (Herein after referred
to as THE COVENANTOR as per the list of existing shareholders of the
company, and includes existing board members)
AND
GORJA HEALTH CARE & RESEARCH CENTRE PRIVATE LIMITED, a
company incorporated under the companies Act, 1956 having its
registered office at Gorja Main Road, Kallamb, Dist Osmanabad
(hereinafter referred to a the GORJA COMPANY which expression
shall, unless it be repugnant to the context or meaning thereof be
deemed to include its successors and assigns)
AND
WHEREAS:
57
58
A.
the
Covenantor.
1.
2.
3.
58
59
exercised by the Covenantor which are not in accordance with the
Agreement.
4.
The
Covenantor
represents
and
warrants
to
the
Incoming
Shareholders that:
(a)
(b)
(c)
(d)
5.
59
60
(4) MR. SHRIDHAR REDDY
in the presence of
LIMITED
in the presence of
Shareholders
(1) MR.________________________
BALAI
KADAM
DIKLE
60
61
BAVALE
ADSUL AND
JADHAVAR
in the presence of
]
)
61
62
SCHEDULE C
Status of Company
1.
2.
made
thereto
prior
to
the
execution
of
this
Agreement.
3.
62
63
2010, provisional balance sheet as on May 31, 2010 and those now
disclosed and certified by the Company.
4.
The Company has not (i) guaranteed, (ii) provided any letter of
comfort (iii) made any representation or (iv) taken any other action
in order to support the obligations or solvency of, or to otherwise
provide financial assistance (whether directly or by inducing a
third
party
to
provide
financial
assistance),
except
the
5.
Neither the Company nor the promoters have (i) guaranteed, (ii)
provided any letter of comfort (iii) made any representation or (iv)
taken any other action in order to support the obligations or
solvency of, or to otherwise provide financial assistance (whether
directly or by inducing a third party to provide financial assistance)
in relation to the Company, except the representations and
warranties which are the subject matters of this Agreement and
the Share Purchase Agreement.
6.
Save as set out in the financial statements for the year ended
March 31, 2010, the Company hereby declares that the company
would clear all the statutory obligations and liability as applicable
till the date of execution of this agreement by end of this financial
year March 31, 2010 in respect of demands such as income-tax,
corporation tax and all other taxes and revenues or any other
statutory dues payable to the Central or State Governments or any
local or other authority.
7.
The Company has duly and properly complied with all applicable
environmental regulations and standards and is not subject to any
present or future liability arising out of environmental noncompliance.
8.
The
Company
is
in
compliance
with
all
regulations
and
64
and is not subject to any present or future liability by reason of
non-compliance with such regulations.
9.
The Company has duly and properly maintained all books, records,
documents etc. including the books of accounts and all of them
duly, correctly, completely and truly incorporate all particulars
relating to the business of the Company.
10.
11.
(a)
(b)
(c)
(d)
(e)
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65
respect of the Company or any shares or property of the
Company.
12.
The Shares
13.
14.
The Company has not created nor noted any pledge, charge, lien or
encumbrance whatsoever over or in respect of the shares of the
Company, whether equity or preference shares, or any part thereof.
15.
The Company has full legal right, power, and authority to issue,
allot and deliver the Shares. Allotment of the Shares to Investor
will result in the creation of lawful and valid title to those shares in
favour of Investor, free and clear of any and all liens, pledges,
encumbrances, charges, agreements, interest, or claims of any
kind.
otherwise
prevented
under
any
order,
judgment,
decree,
16.
66
17.
The
18.
(a)
(b)
The company
Miscellaneous
66
67
19.
20.
21.
The Company shall maintain in full force and effect, public liability
and other insurance cover in respect of all its assets in accordance
with sound commercial practice for the business in which the
Company is engaged.
22.
23.
24.
effect
on
Investors'
investment
decision,
has
been
25.
The Company and the Promoters have the power and authority to
enter into this Agreement and the execution and delivery of this
Agreement.
68
requisite corporate action on its part. This Agreement, when duly
executed, will constitute the legal, valid and binding obligation
between the Company, the Promoters and Investor, enforceable
against each of the Parties.
26.
The
rights
and
remedies
of
Investor
in
relation
to
any
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69
SCHEDULE D
The ES Group hereby jointly and severally represent, covenant and agree
with Gorja Company that:
1.
The ES Group are fully aware of, and hereby, confirms, each and
every one of the representations and covenants of the Company as
stated herein and they have verified that all the representations
and covenants are true, accurate, complete and correct and are not
misleading, and no material information, particulars or details
have been omitted, concealed or otherwise no disclosed or have
remained to be furnished to the Investor.
2.
3.
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70
SCHEDULE E
The PI Group hereby jointly and severally represent, covenant and agree
with Gorja Company that:
1.
The PI Group are fully aware of, and hereby, confirms, each and
every one of the representations and covenants of the Company as
stated herein and they have verified that all the representations
and covenants are true, accurate, complete and correct and are not
misleading, and no material information, particulars or details
have been omitted, concealed or otherwise no disclosed or have
remained to be furnished to the Investor.
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71
SHARE TRANSFER AGREEMENT
AGREEMENT
BETWEEN
AND
AND
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72
WHEREAS:
(B) The authorized share capital of Gorja Company is Rs.25,00,000]/divided into [2.50] Lac Equity Shares of the face value of Rs.10/each. The issued, subscribed and paid up equity share capital of
Gorja Company is Rs.10,00,000/- divided into 1,00,000 Equity
Shares of the face value of Rs.10/- each. These shares are held by
the Transferors Group as follows:
72
73
73
74
Number of
Percentage
shares of Rs.
held in the
10/- each
total paid up
(C)
6,500
27,000
50,500
6,000
5,000
5,000
1,00,000
capital
_6.5_____%
27______%
50.5______%
6______%
5______%
5______%
_100_____%
(D)
Gorja
company
on
the
terms
and
conditions
therein
Number of
Percentage
shares of Rs.
held in the
74
75
10/- each
total paid up
allotted at a
capital
premium of
Rs.115/- per
share
Mr.
Mr. Anand Birbichand Balai
8600
8600
4300
4300
4300
4300
4300
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76
(F) The parties hereto are desirous of recording into writing the terms
and conditions in the manner hereinafter appearing.
1.
The Transferors hereby grant, assign, transfer and assure unto the
Transferees all their right, title and interest in the said 1,00,000 Equity
shares of the Company of Rs.10/- each valued at Rs.10/- per share as
per the details of the list of shares, distinctive nos and share certificate
nos mentioned in Annexure 2 for a
total
consideration
of
2.
only) has been paid by the Transferees to the Transferors herein. (the
payment and receipt whereof, the Transferors doth hereby admit and
acknowledge and shall release and discharge the Transferees forever)
3.
along with the original share certificates have been handed over by the
Transferors to the Transferees as per list (Annexure 1 hereto).
4.
shall be entitled to have and hold the said shares for, unto and to the use
and benefit
5.
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77
agrees to sign, execute and file all such forms, documents or writings
as may be required for the said purpose in the office of the Registrar of
Companies.
6.
The Transferors hereby agrees to sign, execute and file all such
7.
Transferees as follows:-
a)
That the Transferors are the absolute owners of the said shares of
the said Gorja Company and that no other person or persons have
any right, title, interest,
claim
or
demand
of
any nature
possession,
inheritance,
charge,
lien,
gift,
trust,
b)
c)
That the Transferors have good right, full power and independent
authority to sell and transfer the said shares to the Transferees.
d)
That the Transferors have signed the transfer forms and handed
over the original Share Certificates to the Transferees herein.
8.
follows :-
a) That the Transferees shall observe and perform and abide by the
Memorandum and Articles of Association
77
78
b) No shares shall be transferred by the Transferees to a person who
is not a member of the company, so long as the any person selected
by the Board of Directors as one to whom it is desirable in the
interest of the Gorja Company to admit to membership, is willing to
purchase the same at the fair value.
9.
of this agreement and the transfer of the said shares to the names of
the Transferees shall be borne and paid by the Transferors and the
Transferees in equal shares save and except that each party shall bear
and pay the fees of their respective Solicitors/Advocates.
IN WITNESS WHEREOF the parties have hereto set and subscribed their
hands to this writing the day and year first hereinabove written.
]
]
in the presence of
(1) MR.________________________
BALAI
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79
(3) MR. SHREEDHAR GANGADHAR
BHANWAR
KADAM
DIKLE
BAVALE
ADSUL AND
JADHAVAR
in the presence of
]
RECEIPT
dated
drawn on
dated
drawn on
79
80
dated
drawn on
dated
drawn on
dated
drawn on
dated
drawn on
Aggregating to Rs.10,00,000/- as
Withinmentioned
WITNESS:
WE SAY RECEIVED.
80
81
(Transferors)
81
82
82
83
ANNEXURE 1
Valuation Report
ANNEXURE 2
Details of Shares
83
84
*******************************************
Dated this
day of
2010
*******************************************
BETWEEN
AND
MR.____________________________
&
ORS
... The Transferees
84
85
85
86
86