to Form a Company to Purchase and Develop Property
AGREEMENT is made
between Mr. A, residing at... of the First Part, Mr. B. residing at... of the
Second Part and Mr. C residing at... of the Third Part, as follows:
parties hereto propose to carry on business of buying and developing properties
through the medium of a company limited by shares.
parties have negotiated with the owner of an immoveable property situate at...
for the purchase thereof and the terms and conditions are also settled but no
formal agreement for purchase is entered into.
the said agreement is entered into it is necessary to enter into a formal
promotion agreement between the parties hereto and which the parties hereby
intend to do.
NOW IT IS AGREED BY
AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
parties hereto agree to form and register a private company limited by shares
with the main object of buying or otherwise acquiring immoveable properties,
and selling them either as such or after developing them by construction of new
buildings and selling or leasing flats and other premises therein on ownership
basis or otherwise.
name of the Company will be... or such other name as the parties will agree to
and will be approved by the Registrar of Companies.
initial nominal or authorised capital of the Company will be Rs.... divided
into... equity shares of Rs. 1000/- each.
parties will get the Memorandum and Articles of Association prepared by M/s...
Solicitors/Chartered Accountants and all other papers required to register the
Company under the said Act.
Articles of Association will provide that the Parties hereto shall be permanent
directors of the Company, without liability to retire and the number of
directors will not be less than three and more than five. The remaining two
directors will be appointed by the Parties hereto after registration of the
Company if thought advisable and in the interest of the Company. The Articles
will also provide for right of preemption to the Parties hereto or any of them
if any of them or any other share holder desires to sell his shares at the
valuation the basis of which will be provided in the Articles. Articles will
also provide that none of the parties hereto will take any action for removal
of any of the other of them as director. Articles will also make such other
special provisions as may be agreed upon between the parties and with the
advice of the legal adviser.
the execution of this agreement the parties hereto shall enter into an
agreement for purchase of the said property situate at... with the owner
thereof for the price of Rs.... agreed upon and containing all usual terms and
conditions and such other terms as the legal adviser will think fit and will be
agreed to by the Parties to such agreement. The earnest money required to be
paid to the owner of the said property will be paid by the parties hereto in
equal shares. The agreement will reserve the right of the parties hereto as
purchasers to transfer the benefit of the said agreement to the nominees of the
parties hereto including the proposed Company and to obtain the deed of
conveyance in the name of the said Company.
the execution of the agreement to purchase the said property, the Parties shall
get the proposed company registered under the Companies Act, 1956. The
Memorandum and Articles of Association will be subscribed by the Parties hereto
only and each of them will agree to take shares of the face value of Rs.... in
cash to enable the company to purchase the said property.
further amount of capital required for developing the said property will be
contributed by the parties hereto in equal shares in the form of debentures to
be issued by the Company and the parties may also issue shares and/or
debentures to a few friends of the parties hereto who may be interested in
buying the same.
the registration of the Company the parties hereto shall get the agreement for
purchase to be entered into by them with the owner of the said property adopted
by the Board of Directors and if the completion of the purchase is expected to
take some time after registration, the Parties hereto shall enter into an
agreement with the Company for assigning the benefit of the said agreement for
purchase by way of sub sale for the same price and on the same terms and
conditions and such agreement will also be got approved by the Board of
10. If by the time the
Company is registered, the purchase of the said property is ready for
completion, the parties hereto shall procure the deed of conveyance from the
owner of the said property and any other persons found interested therein in
favour of the Company direct and the parties hereto shall execute the same as
11. All the expenses of
and incidental to the said agreement and the conveyance including stamp duty
and registration charges will be paid out of the funds of the Company.
12. The parties agree
that none of them will carry on directly or indirectly the said business of
dealing in immoveable properties except through the said Company.
IN WITNESS WHEREOF
the parties have put their hands the day and year first hereinabove written.
and delivered by the
Vendor Mr. B in
and delivered by the
Promoters X, Y &
the presence of