JOINT VENTURE AGREEMENT FINANCIAL [CD1]
This agreement is made this .................. day
of.................. BETWEEN ………………………………………… incorporated under appropriate
laws of United Kingdom with its office at 3 West End , London (hereinafter
referred to as first party) and … Ltd. a company registered under the Companies
Act 1956 and doing business at………………………………………, Coimbatore 641 018 (hereinafter
referred to as the Second Party).
Whereas the parties herein have
consented for doing trades of manufacturing of and dealing in Telecom
Equipments in collaboration with each other.
And whereas the parties have
consented that for better marketing organizational and financial of goods the
parties herein would create/incorporate a new company to which the parties
herein would give all help with technical know-how to make the venture a success.
Now
therefore this agreement witnessed and
the parties
hereby consent as follows:
1.
The fresh company will be incorporated in India
with the name…. ltd. or any alteration thereof.
2.
The Memorandum and Articles of Association of the
fresh company would be prepared/filed with Registrar of Companies
(state)………………………..……..and be registered subject to the alteration the Registrar
of Companies might propose.
3.
The fresh company will have an Authorized Share
Capital of Rs. 100 millions divided into 1 million equity shares of Rs. 100
each.
4.
The first party will subscribe to 49% of the
shares in the fresh company and second party will subscribe to the extent of
51% of the shares in fresh company.
5.
The shares are issued as fully paid-up.
6.
The consideration for issue of 49% of the shares
of new company will he primarily in cash and partly by way of supply of plant,
machinery, equipments, know-how and technical services to be rendered by first
party to the said fresh company.
7.
The management of the fresh company would be
ruled by the enactments in the Memorandum/Articles of help of new company.
8.
First party
will render,
inter alia,
following assistance to
the fresh company:
(a)
it will make available know-how of manufacturing
and sourcing of raw materials, marketing finished products including exporting
the same to Global markets;
(b)
it will depute technicians for studying working
of said company's plant and machinery, production and sales mechanism and train
Indian official of the fresh company for acquiring raw materials, manufacturing
products, marketing the same and exporting to foreign countries;
(c)
it will allow use of its patent rights, Trade
Marks, and other exclusive rights so that the products of fresh company can be
vended and compete the world market.
9. The first party will buy from
fresh company its products to the extent of 60% at the cost plus 40% basis or
the market price whichever is higher.
10.The first party shall make
available to the fresh company its own know-how, trade contacts, sources of raw
materials/equipments, financing from Banks, Financial Institutions and other
sources, personnel recruitment, rendering administrative, fiscal and valid l
services and getting factory sites, and office premises for the fresh
company.
11. The
pre-incorporation expenditures in promotion of the fresh company will be shared
by first party and second party in the proportion of 49% and 51%
respectively.
12. The
pre-incorporation expenditures so incurred will be paid/recovered from the
fresh company and the fresh company when incorporated will ratify and agree to
such payment.
13. This
agreement is based on obtaining, necessary permissions, approvals and agreement
of Government of India and other authorities.
14. This
agreement shall be ruled by the laws of India.
15. All
controversies and differences concerning this agreement will be adjudged by the
Indian Chamber of Commerce of Arbitral proceedings to be held in place…..and
its decision shall be final and binding on both parties to the agreement.
In witness whereof the parties
hereto have signed, sealed and delivered these Presents on the day, month and
year first above-written.
Signed, sealed and
delivered by Mr. ........................ pursuant to Board Resolution of
……..me. dated .................. in ……..in the presence of:
Signature (first party)
1.....................................
Signed, sealed and delivered by Mr.
.................pursuant to Board Resolution of ………ltd. dated
................in the presence of:
Signature (second party)
1. ..........................................
2. Witness:
1………………………
2………………………
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