Bhandari's Guide to Company Law Procedures 21st Edition, 2009, has been extensively updated and revised. Expeditious incorporation of companies, simplified and ease of convenience in filing of Forms/ Returns, better compliance management, total transparency through e-Governance, customer centric approach, increased usage of professional certificate for ensuring authenticity and reliability of the Forms / Returns, building up a centralised database repository of corporate operating, enhanced service level fulfillment, inspection of public documents of companies anytime from anywhere, registration as well as verification of charges anytime from anywhere, timely redressal of investor grievances and availability of more time for MCA employees for monitoring and supervision have all been dealt with, besides much more. This is the definitive guide to Company Law Procedures and is an absolutely indispensible aide to this subject.
BHANDARI’S
GUIDE TO COMPANY LAW PROCEDURE
VOLUME 4
(CONTAINING COMPANY PRECEDENTS,
AGREEMENTS, DEEDS AND DOCUMENTATIONS WITH PRACTICE NOTES)
Contents
CHAPTER 1
FORMATION AND PROMOTION AGREEMENTS
INTRODUCTORY NOTES
PRECEDENT PAGE
What is an agreement? 2
Why an agreement? 2
Binding force of an agreement 2
Protection of interests 3
Protection through memorandum and articles of association 3
Additional safeguards 3
Reimbursement of pre-incorporation expenses 4
Hurdles in enforcing certain promises 4
Specific Relief Act, 1963 4
Stamping of Agreements 5
Registration of Agreements 5
# 1 Agreement among partners of a partnership firm for formation of a company to acquire their business of partnership 6
# 2 Agreement for formation of a limited company for purpose of a new venture 10
# 3 Agreement for formation of an unlimited company for the purpose of a new venture 15
# 4 Agreement for formation of a company to acquire a business or property belonging to one of the parties 18
# 5 Agreement for formation of a company which will adopt a contract to purchase a running business 22
# 6 Conditional Agreement to form a company and for purchase and development of a property by that company 26
# 7 Agreement for formation of a new company to exploit an invention or creation 31
# 8 Agreement between two manufacturing companies to co-operate in a new venture by forming and financing a joint company 37
# 9 Agreement between two companies for formation of a joint selling company 45
# 10 Agreement between three companies to co-operate in constructing and operating hotel by forming and financing a joint company 53
# 11 Agreement for financing a joint company to construct and operate a hotel 56
# 12 Agreement to form a company limited by guarantee 66
# 13 Agreement for sale made with Agent or Trustee for intended company prior to its formation 70
# 14 Agreement for contract with Trustee to take qualification shares in a proposed company 77
# 15 Agreement by partners to convert their business into private company 79
CHAPTER 2
PROMOTION AGREEMENTS
Introduction 83
Difference between formation and promotion agreements 83
# 16 Agreement by promoter to pay preliminary expenses in consideration of shares in a company 84
# 17 Agreement to pay preliminary expenses in consideration of commissions 86
# 18 Agreement for sale of concession to promoter, who is to form a company 88
# 19 Agreement to contribute to a preliminary expenses fund 90
# 20 Agreement by shareholders to pool their shares and have them sold by trustees 93
# 21 Pooling Agreement with provision for Transfer of Shares 98
# 22 Agreement for pooling trust where trustees to conform to direction of shareholders in pool 101
CHAPTER 3
ANCILLARY AGREEMENTS
Introduction 109
Adoption agreements 109
Trusts of property 109
Consents of directors 110
# 23 Adoption Agreement of a Private Company 111
# 24 Adoption Agreement of a Public Company 113
# 25 Agreement between proposed directors and trustee for intended new company to take and pay for qualification shares 115
# 26 Agreement between director and company to take qualification shares subject to minimum subscription being obtained 118
# 27 Agreement constituting title of nominees to allotment of shares 121
# 28 Syndicate Agreement with a view to form a company 123
# 29 Agreement by company adopting contract made on its behalf before its incorporation for indorsement on original contract 127
# 30 Agreement by company adopting, with modifications, contract made before its incorporation 129
# 31 Agreement to sell business to new company 132
# 32 Agreement by Company for Sale of its Entire Business as a Going Concern 139
# 33 Agreement by Sole Trader for the sale of his business to a private company incorporated by him 143
# 34 Agreement for Sale of Patents Consideration: Cash and Shares 145
# 35 Agreement to Grant Licence under Patent 149
# 36 Assignment of a Patent to a Company 153
# 37 Assignment of designs and patent rights 155
# 38 Agreement for Sale of Mines to Company 162
# 39 Agreement for an option to buy concession 166
# 40 Agreement for Sale of a Printing Press 169
# 41 Agreement for Sale of Books 171
# 42 Agreement for Sale of Future Goods 174
# 43 Supplemental Agreement for substituting paid-up Shares to Satisfy Part of Consideration 177
# 44 Agreement as to Issue of Paid-up Shares to Vendor's Nominees 179
# 45 Agreement by subscriber to Memorandum of Association to Sell his Share and hold in Trust 181
# 46 Agreement as to Sale of Books by a Book Publishing Company to a Firm as Intermediary for Supplying Retail Traders and the Public: Minimum Prices 183
# 47 Agreement by Storage Keepers to pool Gross Earnings and fix Minimum Rates for Storage of Products during a term of years 188
# 48 Agreement for Sale of Publishing Business 193
# 49 Agreement to sell existing printing business 199
# 50 Agreement for sale of freehold land by an absolute owner 202
# 51 Agreement for sale of freehold property where the title has been accepted 211
# 52 Agreement for sale by private treaty of property previously offered by auction 213
# 53 Agreement for sale incorporating general conditions of sale settled by international chamber or any like body 214
# 54 Agreement for sale by trustee in Bankruptcy 215
# 55 Sale Deed with provision for grant of right of way 218
# 56 Supplemental Sale Deed for conveyance of property omitted by mistake in the previous conveyance 220
# 57 Deed of absolute sale 222
# 58 Conveyance on sale to sub purchaser 226
# 59 Conveyance on sale by a limited company and trustees for debenture holders 228
# 60 Agreement of sale 230
# 61 Agreement for sale of leasehold property 233
# 62 Capitalisation Agreement without any fractions by Renounceable Letters 236
# 63 Capitalization Agreement by issue of renounceable letters 239
# 64 Agreement for Transfer of Insurance Business 242
# 65 Agreement to sell business to a new company 248
# 66 Agreement for transfer of publishing business 255
# 67 Agreement to grant licence to company to manufacture goods for licensor 260
# 68 Agreement for sale of a bookshop to a company 264
# 69 Agreement for sale where purchase money is payable in instalments 266
# 70 Agreement for sale of property to a company in consideration of cash and fully paid-up-shares 270
# 71 Sale of Immoveable Property by public limited company 273
# 72 Agreement for sale by tenants-in-common 275
# 73 Conveyance by personal representative 278
# 74 Conveyance by an administrator 280
# 75 Conveyance on sale by surviving executor 282
# 76 Conveyance on sale by legal representative pursuant to the contract of sale by the testator 284
# 77 Conveyance by company wound up by the court 286
# 78 Conveyance on sale of property by an attorney 288
# 79 Conveyance on sale by the liquidator in the voluntary liquidation of the company 290
# 80 Conveyance on sale of property subject to a mortgage 292
# 81 Satisfaction of part of price in paid-up shares 294
# 82 Agreement as to issue of paid-up shares to vendor's nominees 296
# 83 Agreement for reorganisation of capital 298
# 84 Agreement by debenture holders to extend time for payment 300
# 85 Agreement to requisition a general meeting 302
# 86 Agreement to sell goods to a firm as intermediary for supplying retail traders and the public by a manufacturing company 305
# 87 Agency Agreement for foreign country 311
# 88 Agreement to employ agent to go abroad and examine title to and character of tea garden 314
# 89 Agreement continuing the appointment of a person who has been editor of a company's journal, and has become, a director 317
# 90 Agreement with employee for retransfer of shares 320
# 91 Agreement for a lease of a house from year to year or for a term of two years 323
# 92 Agreement for three years' tenancy, with to option tenant to have a lease for a longer term 326
# 93 Agreement for a monthly tenancy of a part of house 329
# 94 Tenancy Agreement of a furnished house with garden for a short period 331
# 95 Tenancy Agreement of unfurnished apartment on a quarterly basis 334
# 96 Tenancy Agreement of furnished apartment for six months 336
# 97 Lease Agreement of a house property for fourteen years, determinable on notice at the end of seven years 338
# 98 Lease Agreement of a house with garden where the lessee does the internal and the lessor the external repairs 344
# 99 Lease Agreement of an unfurnished flat 349
# 100 Lease Agreement of business premises by a company to a partnership firm 355
# 101 Lease Agreement of a house by mortgagee and mortgagor 362
# 102 Lease Agreement of a public-house by a publishing company 367
# 103 Agreement for a building lease for the erection of one house for twenty-five years 375
# 104 Agreement for a lease of land on which several dwelling-house are agreed to be built with special provisions enabling the builder to have separate leases of the several house and to apportion the rent 381
# 105 Lease of an unfinished house to a builder or his nominee covenant by lessee to complete the house and other usual covenants 385
# 106 Agreement to grant a lease of a site for the erection of offices and flats 391
# 107 Deed of variation for extending the time for the performance of a covenant in a lease to complete a building 403
# 108 Agreement for a lease of a house in town in consideration of a premium, the lessor, being a builder, agrees to complete the house before a certain day 405
# 109 Agreement for a lease of a farm from year to year 407
# 110 Lease Agreement of a farm for twenty-one years 421
# 111 Agreement for a lease of a grazing farm from year to year 435
# 112 Lease of land for the purposes of a market garden 444
# 113 Agreement of lease of a cement factory 452
# 114 Illustrative Clauses that can be incorporated in Leases and Tenancy Agreements 459
# 115 Lease of sporting rights for a term of years determinabale by notice after the winding up of the lessee 466
# 116 Lease of land for the purposes of a golf course and rights over an intersecting private road 470
# 117 Deed of Release 478
# 118 Agreement of underlease of a part of the property comprised in the original lease covenants by lessor in the event of his obtaining a renewed lease, to grant one renewed lease to the sub-lessee 484
# 119 Agreement of underlease for the whole of the term granted by the original lease except ten days, at an improved rent underlessee covenants to observe all the covenants in the original lease 489
# 120 Equipment lease agreement 493
# 121 Tripartite Agreement in case of a lease-sub-lease 518
# 122 Hire-purchase agreement 522
# 123 Hire-Purchase Financing Agreement 550
# 124 Agreement of Lease of Commercial Use of Immovable Property 553
# 125 Agreement for Assignment of Lease Rentals on Non-Recourse Basis 564
# 126 Hire-Purchase Agreement with Multi-State Co-operative Society for Institutional Funding 569
# 127 Agreement between Lessor and Lessee to refer Dispute as to alleged Breach of Covenant to Arbitration 579
# 128 Deed for hiring movables 581
# 129 Hire Purchase agreement in respect of machinery intended to be fixed at the factory of hirer 589
# 130 Hire Agreement between XXX and YYY a division of ZZZ Limited 592
# 131 Specimen of different Types of Receipts 600
# 132 Agreement for the Payment of Costs by Intending Borrower 602
# 133 Agreement by a Mortgagee to Concur in Sales by Deposit of Purchase-money 606
# 134 Agreement giving consent by a mortgagee to a lease by the borrower or the acceptance of a surrender by the borrower where the mortgage deed requires such consent 609
# 135 Agreement between mortgagor and two mortgagees of different properties as to documents relating to both properties which have been delivered to one of the mortgagees 611
# 136 Deed of Mortgage 613
# 137 Agreement for sale where part of the purchase money is to remain on mortgage 622
# 138 Deed of mortgage by conditional sale 624
# 139 Agreement for custody of documents regarding two properties mortgaged to different mortgagees and delivered to bank for safe custody 626
# 140 Agreement accompanying a pledge of chattels to secure a debt 629
# 141 Agreement for and duration of partnership 631
# 142 Appointment of a new partner to be an additional trustee of partnership land 657
# 143 Articles of partnership between solicitors 659
# 144 Articles of partnership between doctors or surgeons, a premium being paid 675
# 145 Admission of a son of a partner to a part of his father's share in the business, pursuant to a power contained in the partnership deed 688
# 146 Deed of dissolution of partnership between outgoing and continuing partners 691
# 147 Deed of covenant by continuing partners with outgoing partner to pay purchase-money and keep him indemnified 695
# 148 Deed whereby an outgoing partner retires from the trusts of a conveyance of land forming part of the partnership property 698
# 149 Agreement creating a Limited Partnership 700
# 150 Agreement for dissolution of partnership 710
# 151 Agreement for dissolution of partnership, where partnership property and the book debts and also the liabilities of the late firm are to be taken over by the new firm, and where the goodwill is paid for 713
# 152 Agreement for sale of a patent for which an application has been made, but before the grant of a patent 716
# 153 Grant of an exclusive licence to use a patented invention in consideration of royalties, assignable with consent 719
# 154 Grant of a non-exclusive and non-assignable licence to use, a patented invention in consideration of royalties 726
# 155 Grant of a limited licence to use, a patented invention in consideration of royalties, assignable with consent 732
# 156 Agreement between joint patentees 738
# 157 Agreement for commercial exploitation of a Patent 740
# 158 Assignment of patent 743
# 159 Agreement licence to use patent 745
# 160 Assignment of licence 748
# 161 Agreement for exploitation of know how 751
# 162 Assignment of a licence 756
# 163 Agreement for the appointment of a company as registrars and share transfer agents 759
# 164 Agreement of shareholders to accept short notice of meetings 763
# 165 Agreement undertaking confidentiality 765
# 166 Deed Lock-Shareholders Agreement 769
# 167 Agreement between the promoter companies for setting up joint venture company 794
# 168 Joint Venture Agreement 821
# 169 Shareholders' and Joint Venture Agreement 832
# 170 Joint Venture Termination-cum-Disinvestment Agreement 853
# 171 Shareholders Agreement between Flamagas S.A. and Peacock……… and O.C.B………… 857
# 172 Agreement for establishment of a joint venture 871
# 173 Agreement to establish a Project Centre 887
# 174 Priority Agreement by way of a deed recording allocation of priority to categories of assets 908
# 175 Priority Agreement by way of a deed recording priority for payment out of realisations of a single category of assets of borrower 910
# 176 Agreement of sale by assignment of a patent 913
# 177 Subordination/Postponement Arrangements 929
# 178 Agreement for sale and purchase of specific assets of a business 931
# 179 Builders Agreement 939
# 180 Indenture of transfer of lease-hold interest 954
# 181 Indenture of transfer of reversionary interest 957
# 182 Agreement for Joint Venture 964
# 183 Tripartite Agreement 967
# 184 Agreement for constructing a residential apartment for sale of land 973
# 185 Endorsement on the conveyance to rectify inclusion of wrong property by error 980
# 186 Endorsement where property conveyed has not been properly marked in the plan 981
# 187 Deed of conveyance - with restrictive covenants 982
# 188 Acknowledgement by Vendor to produce the deeds etc. to the Purchaser 983
# 189 Acknowledgement by one purchaser to another 984
# 190 Acknowledgement of amount due 985
# 190A. Acknowledgement of outstandings owing to a company 986
# 191 Acknowledgement of part payment 987
# 192 Manufacturing/Publishing Agreement 988
# 193 Licence to use Trademark 993
# 194 Deed of assignment of trade mark 995
# 195 Agreement for sale of copyright and goodwill 998
# 196 Deed of assignment of copyright 1006
# 197 Consultancy Agreement 1009
# 198 Intra-Group transfer of assets 1011
# 199 Distributorship Agreement 1015
# 200 Consultancy Agreement for provision of Computer/Intellectual property services 1024
# 201 Service Agreement in detail 1040
# 202 Employment Contract 1053
# 203 Agreement for sale and purchase of a business/ certain assets of a business 1058
# 204 Joint Venture Agreement 1071
# 205 Agreement for provision of technical know-how 1083
# 206 Agreement for the supply of plant and machinery 1093
# 207 Shareholders' agreement for joint venture 1105
# 208 Shareholder's Agreement for minority, protection 1114
# 209 Share Sale Agreement 1120
# 210 Share Sell Agreement—(Another Format) 1137
# 211 Assignment of goodwill and the benefit of the contracts 1156
# 212 Agreement for purchase of own shares 1158
# 213 Contribution Agreement 1160
# 214 Executive Service Agreement 1163
# 215 Simple Money Bond for Money Borrowed 1178
# 216 Simple Money Bond (Another Form) 1184
# 217 Bond with a Surety 1185
# 218 Bottomary Bond 1186
# 219 Specimen Receipt and Acknowledgement 1188
# 220 Bond by a trainee with sureties to the company 1190
# 221 Bond given by a seller of a bequeathed property in favour of purchaser 1192
# 222 Security Bond by sureties on behalf of a claimant to money due from Govt/company to his deceased ancestor 1194
# 223 Bond by a debtor to pay the debt in instalmets 1196
# 224 Bond by an agent to the principal 1198
# 225 Bond by partners of a firm to a bank 1199
# 226 Indemnity Bond in favour of a company 1201
# 227 Bond with recitals for money due 1203
# 228 Money Bond repayable in instalments 1204
# 229 Severance Agreement 1205
# 230 Consultancy Agreement 1214
# 231 Agreement relating to profit sharing scheme 1220
# 232 Software License and Services Agreement 1232
# 233 Hardware Sale and Purchase Agreement 1247
# 234 Hardware Rental Agreement 1264
# 235 Hardware Lease Agreement 1277
# 236 Software Development Agreement 1291
# 237 Software Services Agreement 1308
# 238 Software Licensing Agreement 1325
# 239 Agreement for assignment of copyright in a software programme 1342
# 240 Escrow Agreement (Multi-License) 1356
# 241 Website Purchase Agreement 1372
# 242 Website Design and Development Agreement 1383
# 243 Internet Service Provider [ISP] Agreement 1399
# 244 Agreement for sale of goods/services through a website [Business-to-Consumer] 1419
# 245 Agreement for subscription to a website [Business-to-Business] 1429
# 246 Franchise Agreement 1442
# 247 Turnkey Agreement 1458
# 248 Acquisition Agreement 1480
# 249 Agreement for sale of business along with goodwill and trade mark 1490
# 250 Agreement for sale of goodwill, copyright and trademark 1508
# 251 Joint Venture Agreement 1521
# 252 Lease Agreement 1528
# 253 Agreement between a franchiser and franchisee granting franchise rights with right to appoint sub-franchisee in the territory allotted 1532
# 254 Agreement Governing Terms & Conditions of web based brokerage 1547
# 255 Agreement of Amalgamation 1564
# 256 Agreement of Amalgamation—(Another Format) 1583
# 257 Technical Collaboration and Licence Agreement 1598
# 258 Agreement for Foreign Technical Services in India 1614
# 259 Agreement for Specific Projects 1622
# 260 Alternative collaboration agreement for provision of technical know-how 1626
# 261 Escrow Agreement 1630
# 262 Escrow Agreement—(Another Format) 1639
# 263 Agreement between a company proposing to develop website and the developer for design and maintenance of website 1655
CHAPTER 4
UNDERWRITING AGREEMENTS
# 264 Underwriting Agreement on rights issue of shares 1663
# 265 Consignment Stock Agreement 1666
# 266 Underwriting Agreement with the exiting company providing for agreement to be entered into with the new company on incorporation on reconstruction of companies 1674
# 267 On-line Scrap Auctions Agreement 1677
# 268 Underwriting Agreement on reconstruction with the new company 1690
# 269 Operations Management Agreement 1694
# 270 Underwriting Agreement on reconstruction of a company for payment of commission out of past profits of the existing company 1698
# 271 Distribution Agreement 1700
# 272 Distributorship Agreement-Principal to principal basis 1715
# 273 Agreement with old company for underwriting on reconstruction with consideration of commission payable out of future profits of new company and option to take shares 1720
# 274 Master Agreement-International Swap Dealers Association Inc. (ISDA) 1722
# 275 Agreement with reconstructed company to underwrite with the commission payable out of future profits with option to take further shares 1753
# 276 Agreement for holiday resort 1756
# 277 Agreement for sub-underwriting 1777
# 278 Agreement to Guarantee payment for goods supplied to a third person 1779
# 279 Deed of Indemnity by a vendor to a purchaser in respect of the title where investigation of title is dispensed with 1783
# 280 Notice of Revocation of a guarantee in exercise of a power reserved 1785
# 281 Guarantee for Payment of amount claimed and costs to stop proceedings already commenced 1786
# 282 Guarantee for Payment for goods supplied to a third person, limited to a single transaction 1787
# 283 Guarantee for a debt to prevent proceedings 1788
# 284 Indemnify to Company on issue of new share certificate in place of one lost or destroyed 1789
# 285 Form of Indemnity give by banks to a company for supply of goods 1790
# 286 Agreement to allot shares as fully paid up to underwriters in lieu of commission 1792
# 287 Assignment of A Simple Money Debt 1794
# 288 Assignment of A Mortgage 1796
# 289 Assignment of Leasehold Right Deed of Assignment 1799
# 290 Assignment of a policy of life insurance 1805
# 291 Assignment of a Court decree 1806
# 292 Assignment of A Lease 1808
# 293 Assignment of Policy of life insurance by nomination 1810
# 294 Assignment of Rent 1811
# 295 Assignment of Sale by original lessee by endorsement on lease 1812
# 296 Assignment of Lease - hold land by executors 1813
# 297 Assignment of Sale of business, goodwill, trade mark, book debt 1815
# 298 Assignment of Arrears of Rent 1818
# 299 Assignment of Bond Debt 1819
# 300 Assignment of a part of lease - Hold property - Rent apportioned 1820
# 301 Assignment of Finance company agreements 1822
# 302 Assignment of Claim in Litigation 1823
# 303 Partial Assignment 1824
# 304 Second Assignment - after Prior Assignment of Past to Another 1825
# 305 Assignment where no money consideration passes 1826
# 306 Assignment of Business for cash and of lease hold premises on which business is carried on 1828
# 307 Form of Endorsement on insurance policy by way of nomination 1830
# 308 Form of Endorsement on insurance policy by way of nomination—(Another Format) 1831
# 309 Notice by Assignee of A Debt 1832
# 310 Notice of Assignment of Life Policy 1833
# 311 Underwriting Contract 1834
# 312 Agreement to procure underwriters 1838
# 313 Underwriting Agreement 1840
# 314 Vendor Placing Agreement 1856
# 315 Trust Deed Constituting Superannuation Fund 1873
# 316 Trust Deed Constituting Pension Fund 1879
# 317 Trust Deed Constituting Guarantee Fund 1882
# 318 Deed of Agreement 1887
# 319 Marriage Settlement conveyances of husband's properties on trust for sale the proceed being settled of even date 1893
# 320 Settlement in favour of grand children 1896
# 321 Settlement of properties on wife and children 1898
# 322 Settlement of Property belonging to both spouses 1900
# 323 Marriage Settlement by father to pay annuity 1904
# 324 Deed of Trust 1906
# 325 Deed of Settlement 1915
# 326 Deed of Family Settlement 1918
# 327 Deed of Family Arrangement 1920
CHAPTER 5
SALES OF SHARES AGREEMENTS
# 328 Agreement to allot paid-up shares in satisfaction of commission 1925
# 329 Agreement for sale by members to issuing house 1929
# 330 Agreement for sale by members to issuing house with a view to offer shares for sale 1932
# 331 Agreement conditional upon quotation for sale of shares to be placed by issuing house 1940
# 332 Agreement constituting title of nominees of a vendor to allotment of shares 1945
# 333 Agreement by subscriber to memorandum of association to sell share and hold in trust 1947
# 334 Agreement constituting title of nominees of a vendor to allotment of shares—(Another Format) 1949
# 335 Offer for Sale Agreement 1951
CHAPTER 6
SUBSCRIPTION AGREEMENTS
# 336 Agreement to subscribe for shares in a private company 1975
# 337 Deed of partition between members of a Joint Hindu Family 1981
# 338 Deed of partition between two persons beneficially entitled as tenants in common 1988
# 339 Agreement of partition 1990
# 340 Deed of partition of properties between three persons beneficially entitled as tenants-in-common effected by separate deed 1992
# 341 Deed of exchange 1994
# 342 Deed of exchange—(Another Format) 1997
# 343 Deed of exchange-Adjusting boundary-Mutual conveyances and covenant to maintain boundary lines 2001
# 344 Conveyance of lands in exchange for other landsconveyed by a separate deed of even date 2003
# 345 Conveyance of lands by way of Exchange by a single deed where money is paid by one of the parties for equality of Exchange 2005
# 346 Deed of exchange when previous one was ineffective 2007
# 347 Agreement for allotment of shares on capitalisation of profits 2009
# 348 Agreement supplemental to preceding agreement where allotment in fact made to nominees 2012
# 349 Agreement for transfer of vendor's shares to secretary in trust for company 2014
# 350 Option to subscribe for shares in the share capital of a company 2016
# 351 Agreement to subscribe for shares intended to be quoted on a recognised stock exchange after a public issue 2018
# 352 Agreement for option to subscribe for shares and alterations in share capital or in rights attached thereto being prohibited during currency of option 2021
# 353 Agreement for option to subscribe for shares with the number of shares and the option price subject to adjustment 2024
# 354 Agreement for option to purchase shares 2027
# 355 Agreement by vendor to take shares in lieu of cash 2029
# 356 Deed under which substantial shareholder undertakes to transfer shares in satisfaction of options granted under a share option scheme for senior employees 2031
# 357 Share Placing Agreement 2034
# 358 Agreement on behalf of equity shareholders for sale to another company of all the equity shares in an existing company 2055
# 359 Deed of Adherence 2059
# 360 Subscription Agreement 2062
# 361 Subscription Agreement—(Another Format) 2103
CHAPTER 7
AGREEMENT REGARDING DIVIDENDS
# 362 Agreements regarding dividends 2113
# 363 Agreement for funding arrears of dividend on preference shares 2118
# 364 Agreement for satisfying preference dividends for a term by the issue of debenture stock where a majority clause is in articles 2121
CHAPTER 8
AGREEMENTS WITH DIRECTORS
# 365 Agreement to provide for registration and payment of compensation for loss of office to director 2125
# 366 Agreement by company to pay pension to ex-director 2127
# 367 Agreement for the appointment of a managing director of a company 2129
# 368 Agreement for the engagement of joint managing directors 2132
# 369 Agreement for appointment of a sales Director 2135
# 370 Agreement for appointment of a marketing director 2138
# 371 Agreement for appointment of a finance director 2141
# 372 Agreement for the engagement of a manager of a company 2144
# 373 Agreement appointing a manager who is already a manager of another company 2147
# 374 Agreement for the appointment of a managing director who is already a managing directors of another company 2152
# 375 Agreement for the engagement of a full time secretary 2155
# 376 Agreement for appointment of a secretary in whole-time practice 2158
# 377 Agreement for engagement of a person who is to supply office board room and clerical staff 2161
# 378 Agreement for the appointment of a limited company which is to supply office, board room and clerical staff 2164
# 379 Agreement for the appointment of a limited company as registrars and share transfer agents 2167
# 380 Agreement by company to pay pension to ex-director 2171
# 381 Director's Service Agreement 2173
# 382 Agreement Between Director and Company to Take Qualification Shares, Subject to Minimum Subscription being Obtained 2179
# 383 Service Agreement with Finance Director 2181
# 384 Agreement for appointment of Managing Director 2187
# 385 Agreement for the appointment of a manager 2191
# 386 Agreement for appointment of secretary 2194
# 387 Agreement continuing the appointment of a person who has been editor of a company's newspaper and has become a director 2197
# 388 Agreement to appoint two Directors as General Managers of a Company's business 2200
# 389 Agreement to take qualification shares by director not appointed by articles but named in prospectus 2205
# 390 Agreement to give pension to a director 2207
# 391 Agreement that directors shall take, up leases and shall grant sub-leases to company 2210
# 392 Agreement to appoint two directors as general managers of a company's business 2212
# 393 Agreement for sale by tenant for life 2217
# 394 Agreement for sale of manuscripts 2220
# 395 Agreement for payment of purchase money by instalments 2223
# 396 Agreement for sale where part of the purchase money to remain on mortgage of the property for a certain period 2227
# 397 Agreement for sale of a cottage the purchase-money to be paid by instalments spread over ten years and a power to re-purchase under certain events 2230
# 398 Agreement for sale of a leasehold shop and the stock-in-trade and goodwill of the business carried on upon the premises 2235
# 399 Agreement for sale of land subject to the approval of the court 2239
# 400 Agreement for sale of life interest in land 2242
# 401 Agreement for sale of an interest in freeholds 2245
# 402 Agreement for sale of freeholds subject to perpetual yearly rent charges 2248
# 403 Agreement for sale of perpetual yearly rent charges charged on freeholds 2252
# 404 Agreement for sale to a publishing company where books are included in the purchase money to include compensation for severance company to make specified storage space 2256
# 405 Agreement for sale to a publishing Company where books to be published are expected from the sale with power to Company to take possession of manuscript before completion upon depositing purchase-money 2259
# 406 Agreement for sale of copy right to publishing company 2262
# 407 Agreement for sale of land for building group houses 2265
# 408 Agreement for sale of reversion in personal property of a director 2270
# 409 Agreement for an exchange of property 2274
# 410 Subsidiary vesting deed by directors in favour of company 2278
# 411 General Power of Attorney 2281
# 412 General Power of Attorney—(Another Format) 2286
# 413 General Power of Attorney—(Another Format) 2289
# 414 Special Power of Attorney 2293
# 415 Limited Power of Attorney in favour of an official of a company 2295
# 416 General Power of Attorney in favour of manager/ head of the division of a company 2297
# 417 Limited Power of attorney to file suit etc. 2300
# 418 Power of Attorney in favour of a person to file suits etc. 2302
# 419 Power of Attorney-Appointment of a Substitute 2304
# 420 Authorisation of further powers by endorsement on original Deed 2306
# 421 Substitution under a Power of Attorney 2307
# 422 Revocations of power of attorney 2308
CHAPTER 9
AGREEMENTS RELATING TO LOANS
AND SECURITIES
# 423 Agreement for unsecured loan to be advanced in one sum and variations where loan is guaranteed 2311
# 424 Agreement for secured loan to be advanced in instalments 2318
# 425 Agreement for secured loan with a provision for a debenture redemption reserve account with the lender having conversion rights 2323
# 426 Agreement for secured loan with a provision for debenture redemption reserve account with the lender having subscription rights 2330
# 427 Agreement between the debenture holders and the company postponing date of repayment in consideration of increased interest 2336
# 428 Agreement to satisfy bonus by issue of paid-up shares 2339
# 429 Agreement by bondholders to deposit their bonds with a view to united action 2342
# 430 Agreement for sale of debentures to an issuing house which later on to be offered for public subscription 2348
# 431 Agreement for unsecured loan to be advanced in one sum with variations where loan is guaranteed 2352
# 432 Agreement for secured loan to be advanced in instalments with variations 2359
# 433 Agreement for secured loan with provision for debenture redemption reserve account and lender to have conversion with the right to subscribe for shares 2364
# 434 Deed of postponement of debenture holders' security 2372
# 435 Agreement under hand to postpone a single Debenture holder's security in favour of subsequent single debenture 2375
# 436 Employees' profit-sharing scheme 2378
# 437 Agreement with employee for re-transfer of shares 2389
# 438 Trust of company's shares for benefit of employees under Section 77(2)(b) 2392
# 439 Agreement for reconstruction by purchase of shares subject to ratification 2399
CHAPTER 10
AGREEMENTS EFFECTING AMALGAMATION
AND RECONSTRUCTION
# 440 Agreement for sale of shares in one company in consideration of an issue of shares in another, principal shareholder contracting as agent 2402
# 441 Agreement between a private company and an investment company for purchase of shares arising from capitalisation issue to assist existing shareholders 2406
# 442 Agreement for amalgamation of two existing companies by means of a sale by one company to another 2409
# 443 Agreement for sale by two amalgamating companies to a new company 2412
# 444 Agreement for amalgamation between several companies and firms 2417
# 445 Agreement between liquidators of old company and new company for reconstruction of the old company 2424
# 446 Agreement by members of a company for reconstruction following a scheme involving distribution of assets not in accordance with existing rights 2431
# 447 Agreement for exchange of shares 2434
# 448 Agreement with a view to amalgamation 2438
# 449 Adoption of Agreement for amalgamation by new company incorporating modifications in principal agreement 2442
# 450 Agreement for reconstruction by sale to a new company under section 494 of the Companies Act 1956 2445
# 451 Agreement constituting title of allottees to shares under reconstruction agreement 2451
# 452 Agreement between two companies for amalgamation by sale of their undertakings to new company payment to dissentient shareholders by new company where shares to be partly paid up out of reserved assets 2454
# 453 Agreement for novation 2461
# 454 Amalgamation involving transfer of undertaking 2463
# 455 Agreement of transfer of land by trading company in voluntary liquidation to new company on reconstruction 2466
# 456 Deed of Composition with creditors 2469
# 457 Deed of Assignment by Debtor for Benefit of his creditors 2473
# 458 Inspectorship deed for the purpose of carrying on business of the debtor for the benefit of creditors 2476
# 459 Affidavit of execution of deed by debtor 2478
CHAPTER 11
SUBSIDIARIES AND ASSOCIATED COMPANIES
# 460 Subvention Agreement 2480
# 461 Agreement for sale of part of undertaking to newly formed wholly-owned subsidiary 2482
# 462 Agreement for parent company to render services to subsidiary 2486
# 463 Agreement for transfer of property from one limited company to another where ninety per cent of the issued share capital of one is in the beneficial ownership of the other 2489
CHAPTER 12
WINDING UP—VOLUNTARY
# 464 Compromise between liquidator and contributory subject to sanction of company by special resolution 2492
# 465 Agreement for sale of company's assets by liquidator in consideration of payment of composition to creditors subject to sanction of the court or the committee of inspection 2495
# 466 Conveyance of freeholds by company in voluntary liquidation to a member in satisfaction of his interest in the company 2498
# 467 Agreement on sale of property by company in liquidation 2502
# 468 Agreement of freeholds belonging to limited company in voluntary liquidation to members jointly in satisfaction of their interest in the company, freeholds being subject to legal charge 2504
# 469 Agreement to assign to original lessee by company in voluntary liquidation of the benefit of a covenant of indemnity against liability upon the covenants in a lease assigned to it which it has further assigned 2508
# 470 Agreement of assignment by company in voluntary liquidation which was the original lessee to the landlord of a covenant by an assignee to pay the rent reserved by the lease 2510
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