Agreement
to Underwrite Debenture Stock
This
Agreement made on the .................day of...................BETWEEN XYZ Ltd. (hereinafter called
the company) of the one part and AB, etc (hereinafter called the underwriter)
of the other part.
Whereas
the company is about to offer for public subscription ................4 p.c. mortgage
debenture stock which to be constituted and secured by a trust deed framed in
accordance with the terms of the draft which has already been prepared, and for
the purpose of identification subscribed by D., a solicitor of the Supreme
Court.
and
Whereas the company is desirous of insuring the said debenture stock.
Now
Therefore it is hereby Agreed as follows :
The
company is to offer for public subscription the said..........debenture stock.
2. Such
offer is to be made by a prospectus framed in accordance with the terms of the
draft prospectus annexed hereto, but with full power for the company, prior to
the publication of such prospectus, to modify the same in such manner as the
company shall think fit, provided that such modification shall be approved by
the said D.
3. The
underwriter shall take up and pay for at par the whole of the debenture stock
aforesaid which shall not have been taken up and allotted to other persons
within ..... days after the first publication of the said prospectus and in
consideration of the obligation so imposed on him he shall be entitled to .....
or to ..... p.c. of the premises on the said ..... stock which shall be received by
the company upon the issue of that portion which shall be subscribed for and
allotted to persons other than the said underwriter.
4. The
underwriter shall pay up the full nominal value of the debenture stock taken up
by him as aforesaid by the instalments and at the times specified in the
prospectus aforesaid, less, however, the amount of the premium according to the
terms of prospectus as issued payable in respect thereof.
5. It
shall rest with the underwriter to fix the premium on which the said debenture
stock shall be offered for subscription by the said prospectus, and if he shall
not within ..... (time) after notice in writing from the company requiring him to
specify the same comply with such request, then it shall rest with the company
to fix the premium.
6. Any
notice the underwriter may be given by sending the same through the post
addressed to him at his above mentioned address, and a notice so sent shall be
deemed to be served at the expiration of twelve hours after it is posted.
in
Witness Whereof, etc.,
* General.-In business transactions brokers are appointed for various purposes
and the expenditure on payment of brokerage is deductible as revenue
expenditure under the income-tax Act. [CIT v. Hoechst Pharmaceuticals Ltd.,
(1978 113 ITR 877 (Bom)]
Letter
of Consent for Acting as Brokers
DATE................
Ref.
No.
To
The
Board of Directors,
ABC
Co. Ltd.,
................................
Dear
Sirs,
Re:
Your public issue of 10% Secured Non-convertible Redeemable Bonds for the
aggregate value of Rs. 200 crores.
We,
the undersigned, hereby testify and consent to act as Brokers to the aforesaid
issue and to our name being inserted as Brokers to the Issue in the Prospectus
which the Company intends so issue in respect thereof and we authorise : the
said Company to deliver this letter of consent to the Registrar of Companies Act,
1956.
We
are agreeable to accept brokerage at 1.5% on the nominal value on allotment of
Bonds made in respect of application bearing our stamps as Brokers and we
confirm that a copy of this letter may be delivered to the Registrar of
Companies pursuant to the provisions of section 76 (1) (v) of the Companies
Act, 1956.
Yours
faithfully,
Signature
