Assignment of Partnership Firm’s Business to the Private Limited Company [CD1]
(incorporated with a view to taking over firm’s
business)
THIS DEED OF ASSIGNMENT made at ___________ this ____ day of
____________ 200___ between M/s. ABC, a Partnership Firm registered under the
Partnership Act, 1932 having its Registered Office at _____________________
_________________________________________, represented by its partners (i)
______________________________________ (ii) _____________________________ and
(iii) ___________________________, hereinafter called ‘The Assignor’
(which expression shall unless repugnant to the context or meaning thereof be
deemed to include the said firm, the partners for the time being of the firm,
the survivors or survivor of them and the heirs, executors and administrators
of last surviving partner and their/his/her assigns) of the One Part; and
M/s. XYZ PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956,
having its Registered Office at _______________, hereinafter called ‘The
Assignee’ (which expression shall unless repugnant to the context or
meaning thereof be deemed to include its successors and Assigns) of the Other Part.
W H E R E A S:
(a) The
Assignor is carrying on its business of manufacture and sale of pharmaceuticals
and chemicals in the name and style of “ABC PHARMA AND CHEMICALS”
and has its factory premises at Village ______________, Taluka ______________,
Dist. _____________.
(b) The
Assignor is seized and possessed of or otherwise well and sufficiently entitled
to the immovable property at Village _________, Taluka _________, District
___________ and more particularly described in the SCHEDULE hereunder
written (hereinafter referred to as “the said property”) and on which
property the Assignor has constructed it’s factory premises.
(c) The
Assignor is also possessed of plant, machinery, equipment and tools etc.
(hereinafter collectively referred to as “the said plant and machinery”)
in its said factory and are running the said factory and the business with all
necessary licences.
(d) The
Assignee is incorporated with a view to taking over the business of the
Assignor’s partnership firm with its main object as “to take over running
business of partnership firm of M/s. ABC”. The partners of the Assignor’s
partnership firm are also the Directors and shareholders in the Assignee
Company.
(e) The
Assignor has agreed to sell and assign and the Assignee has agreed to purchase
from the Assignor, as a going concern, the said business of the Assignor along
with its immovable properties and movable assets including the firm name
alongwith its goodwill as incidental to the assignment of the said business
together with benefits of all licences pertaining thereto for the consideration
and upon the terms recorded herein;
(f) By its
Board Resolution dated _______, the Assignee has resolved to enter into and
execute this Deed.
(g) The
parties are desirous of recording the terms and conditions agreed between them
as appearing hereinafter.
NOW THIS DEED OF
ASSIGNMENT WITNESSETH
and it is hereby
mutually agreed by and between the parties hereto as follows:
1. The
Assignor hereby assigns, sells, transfers and conveys absolutely and the
Assignee hereby acquires free from all encumbrances and reasonable doubts, all
and singular the Assignor’s said business of “ABC PHARMA AND CHEMICALS”
as a going concern with effect from _______________ (hereinafter referred to as
‘the Effective Date’) along with its business, goodwill, name, trade
name, rights and assets listed below (hereinafter referred to as “the said
business”):
(a) the
freehold land admeasuring approximately _________ together with the constructed
building/s thereon admeasuring _______ Sq. Mtrs. and more particularly
described in the SCHEDULE hereunder written and hereinafter referred to
as ‘the said immovable property’ together with water drawing rights,
electric power connections including cable connections from ____________ State
Electricity Board Sub-Station to the said immovable property and the factory
premises and all other rights directly and/or indirectly attached and available
to the said immovable property;
(b) all
fixed and loose plant and machinery and tools and all furniture (fixed or
loose), fixtures, fittings, laboratory instruments/equipment, spare parts,
dyes, and all connected accessories thereof.
(c) all
current Assets of the said business;
(d) the
Assignor’s goodwill of the said business and the right to represent the
Assignee as carrying on/continuing in business in succession to the Assignor’s
said business and to use the name of the said business, as the Assignee’s
business;
(e) the
full benefits of all patents, trade marks, designs, discoveries, inventions,
secret processes, licences, approvals etc. thereof;
(f) all
policies of insurance in respect of assets and the said business; and
(g) the net
current assets namely existing stocks, raw materials, finished and unfinished
products, materials in process, stores, packing material etc.
2. On and
from the effective date, all the aforesaid assets of the said business of the
Assignor shall stand vested absolutely in the Assignee as full owners thereof
and as from the said effective date, the operations of the said business shall
and are to the account of the Assignee as owners thereof. The Assignor is
executing the present Deed of Assignment in favour of the Assignee for
effectively vesting the said assets in it as owners thereof, the Assignee
having the full benefits thereof pursuant to Assignment hereunder.
3. (a) The total consideration for the sale of the said business together
with all its assets as aforestated by the Assignor to the Assignee is fixed at
Rs. _______________ (Rupees ______________________ only) and the payment of the
said consideration shall be satisfied by allotment and issuance of the fully
paid up equity shares in capital of the Assignee’s Company to the Assignor
and/or it’s partners equivalent to the aforesaid consideration namely:-
Sr. Names Equity Value of Total
value
No. shares each share of shares
(Rs)
(i)
(ii)
(iii)
Total
(b) It is hereby recorded that the aforesaid shares are allotted and
issued by the Assignee in the capital of the Assignee as fully paid up shares.
(c) The aforesaid consideration is bifurcated as under :—
(i) Rs.____________/-
(Rupees _________________ ______________________ only) towards the price of the
said immoveable property;
(ii) Rs.____________/-
(Rupees _________________ ______________________ only) towards the price of
business and goodwill; and
(iii) Rs.____________/-
(Rupees _________________ ______________________ only) towards the price of
movables and other items.
4. The
parties covenant that:—
(a) It
shall be the sole obligation of the Assignor to pay and discharge all the
outstanding debts and liabilities of the said business payable as on the
effective date.
(b) On and
after the effective date, it shall be the sole obligation of the Assignee to
meet all the debts and liabilities of the said business.
(c) If
required, the liabilities which cannot be separated as on the effective date
relating to the said business, shall be apportioned between the parties.
5. The
Assignee is taking over the services pertaining to the business of the Assignor
of all the existing employees and workmen as from the effective date on their
current remuneration and the terms and conditions governing their services and
as from the effective date by operation of law as also by virtue of this Deed
all such employees of the said business shall be deemed to be the employees of
the Assignee. However, all the liabilities of the said employees including
provident fund, gratuity, pension, leave allowance, etc. till the effective
date shall be on account of the Assignor.
6. The
Assignee is entitled to get all the business licences/statutory approvals of
the said business transferred in its own name.
7. In
consideration aforesaid, the Assignor doth hereby grant, convey, transfer and
assure unto the Assignee ALL THAT piece or parcel of land together with
structures standing thereon and more particularly described in the SCHEDULE
hereunder written (hereinafter referred to as “the said property”) TOGETHER
WITH all and singular the houses, outhouses, edifices, buildings, court
yards, areas, compounds, sewers, drains, ditches, fences, trees, plants,
shrubs, ways, paths, passages, commons gullies, wells, waters, water-courses,
lights, liberties, privileges, easements, profits, advantages, rights, members
and appurtenances whatsoever to the said property or any part thereof belonging
or in any wise appertaining to or with the same or any part thereof now or at
or any time hereto for usually held, used, occupied or enjoyed or reputed or
known as part or member thereof and to belong or be appurtenant thereto AND
ALL THE ESTATE right, title, interest, claim and demand whatsoever at law
and in equity of the Assignor in to, out of or upon the said property or any
part thereof TO HAVE AND TO HOLD all and singular the said property
hereby granted, conveyed, transferred and assured or intended or expressed so
to be with their and every of their rights, members and appurtenances (all
which are hereinafter called “the said premises”) UNTO AND TO THE USE
and benefit of the Assignee for ever AND THAT it shall be lawful for the
Assignee from time to time and at all times hereafter peaceably and quietly to
hold under upon occupy, possess and enjoy the said premises hereby granted,
conveyed, transferred and assured with their appurtenances and receive the
rents, issues and profits thereof and of every part thereof to and for its own
use and benefit without any suit, lawful eviction, interruption, claim and
demand whatsoever from or by the Assignor or its successors and Assigns or any
of them from or by any person lawfully or equitably claiming or to claim by
from under or in trust for them or any of them AND THAT free and clear and
freely and clearly and absolutely acquired, exonerated, released and for ever
discharged or otherwise by the Assignor well and sufficiently saved, defended,
kept harmless and indemnified of from and against all former and other estates,
title, charges and encumbrances whatsoever either already or hereafter had
made, executed, occasioned or suffered by the Assignor or by any other person
or persons lawfully or equitably claiming or to claim by from under or in trust
for them AND FURTHER that the Assignor shall and will from time to time
and at all times hereafter at the request and cost of the Assignee do and
execute or cause to be done and executed all such further and other lawful and
reasonable acts, deeds, matters, things, conveyances and assurances in law
whatsoever for the better further and more perfectly and absolutely granting
unto and to the use of the Assignee in manner aforesaid as shall or may be
reasonably required by the Assignee its successors or assigns or its or their
counsel in law for assuring the said premises and every part thereof hereby
granted, conveyed, transferred, and assured unto and to the use of the Assignee
in manner aforesaid.
8. Pursuant
to the aforesaid, the Assignor doth hereby agree to indemnify and keep
indemnified the Assignee and its successors against all loss, charges, costs
and expenses it may incur or suffer on account of Assignor’s liability of the
said business prior to the effective date.
9. The
Assignor declares and has represented to the Assignee that:-
(a) the
Assignor is the sole and absolute owner of the said business as also of the
immovable and movable properties thereof referred to above and has absolute and
sole right to hold, use, occupy and possess the same.
(b) the
said property, the said business and all its assets are free from all claims
and encumbrances and reasonable doubts of any nature whatsoever and the same
are not attached either before or after judgment or at the instance of any
taxation authority or any other authorities and the Assignor has not given any
undertakings to the taxation authorities or any authorities so as not to deal
with or dispose of the right, title and interest in the said property/business.
(c) the
Assignor has not entered into any arrangement, agreement or commitment in
respect of the said property/business nor created any third party rights in
respect of the same or any part thereof.
(d) For
effectively transferring the said business and its’ assets in terms of this
Deed of Assignment, the Assignor shall at all material times, as may be
reasonably required by the Assignee, execute all necessary writings, deeds,
declarations etc. at the cost of the Assignee.
10. All the
cost of transfer including Stamp Duty, Registration Charges, and all other
applicable taxes, levies etc. shall be borne and paid by the Assignee alone.
11. The
parties hereto shall comply with all the provisions of the Company Law and
other applicable laws to the transaction.
12. In the
event of any dispute arising between the parties hereto and which cannot be
mutually resolved within a reasonable time; the same shall be referred to the
Arbitration under the provisions of The Arbitration and Conciliation Ordinance,
1996 or any other prevailing Arbitration law. The Arbitration shall be held in
the city of ______________.
13. The
Courts at ______________ alone shall have jurisdiction to try and entertain all
disputes between the parties hereto.
THE SCHEDULE ABOVE REFERRED TO
(Give detailed description of
the properties including structures)
IN WITNESS WHEREOF the parties hereto have executed these presents and a duplicate
thereof the day and year first hereinabove written.
SIGNED AND DELIVERED by )
M/s. ABC, a registered partnership )
Firm through its partners )
(i) _________________________ )
(ii) _________________________ )
and (iii) _______________________ )
in the presence of )
1.
2.
THE COMMON SEAL of the )
Within named Assignee )
M/s. X Y Z PRIVATE LIMITED )
was hereunto affixed pursuant to the )
Resolution of their Board of )
Directors passed in that behalf, )
on the ______ day of ______ 200__ )
in the presence of (1) _____________, )
Managing Director and (2)__________ )
Director and in the presence of _______ )
Witness:
1.
2.
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