This Agreement made at between A B Co. Ltd. a company incorporated under Indian
Companies Act, 1913 and having its registered office at (hereinafter called the Vendor
company) of the ONE PART and X Y Co. Ltd. a company incorporated under Companies Act,
1956, and having its registered office at…………………… , (hereinafter called the
Purchasing company) of the OTHER PART.
WHEREAS
The Vendor company is a company incorporated under Indian Companies Act, 1913 with a capital
of Rs. 10,00,000 divided into 1,00,000 shares of Rs. 10 each and it is authorised by its
memorandum of association to sell, dispose off and transfer the whole or any part of its
undertaking in consideration of cash or shares or debentures or debentures stock of any other
company-or all or any of these and on winding up to distribute among the members its surplus
assets;
AND WHEREAS THE Purchasing company was incorporated under the Companies Act, 1956
with a capital of Rs. 1 crore (Rs. 1,00,00,000) divided into 1,00,000 shares of Rs. 100 each and it
is authorised by its Memorandum of Association to purchase or otherwise acquire all or any part
of the properties or undertaking and liabilities of any other company or companies doing the
business similar to the company.
AND WHEREAS Purchasing Company has agreed to purchase the whole of the undertakings
and assets of the Vendor Company on the terms and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
(1) The Vendor Company will sell and the Purchasing Company will purchase the whole of the
properties, assets and undertakings of the Vendor Company (except uncalled capital) as a going
concern as from the day of 20 for a sum of Rs. ………………. I
out of which Rs . shall be paid to the Vendor company in cash and the residue of Rs .
shall be satisfied by the allotment of fully paid up shares of Rs.
…………………. each in the capital of the Purchasing Company, to the Vendor Company or
as the Vendor Company shall direct.
(2) The Vendor Company shall pay all outgoings and discharge its liabilities upto day of
20 and from that date the Purchasing Company shall pay all outgoings and discharge the
liabilities of the Vendor Company.
(3) The Purchasing Company will be entitled io the benefits of all subsisting contracts, goodwill,
trade marks, book debts made or owing to the Vendor Company including all cheques, bills,
securities as from the day of 20 and the Purchasing Company will pay
the debts and discharge and perform the liabilities and engagements of the Vendor Company
from the said date and shall indemnify the Vendor Company against all claims, demands, actions
and other proceedings in respect thereof.
(4) The Vendor Company will deliver an abstract of title to all lands and premises owned by it at
its own expenses to the solicitors of the purchasing company within twenty days from the date
hereof. Any requisitions and objections (if any) on the title of Vendor Company shall be made
within days after the delivery of such abstract and in default of such requisition or
objections, the Purchasing Company shall be deemed to have accepted the title.
(5) The transaction will be completed on the day of……………….. 20 in the office of
M/s . Solicitors and Advocates when the Purchasing Company shall pay to the Vendor Company
the said sum of Rs . in cash and handover the share certificates and the Vendor
Company and all other parties (if any), shall execute all conveyances, assignments and
assurances and do all such acts, deeds or things as may be reasonably required for vesting all
the property agreed to be sold in the Purchasing Company. The Vendor Company shall also
appoint the Purchasing Company as its attorney to act on its behalf and in its name and for
perfecting any registration and for giving and signing all notices on behalf of the Vendor Company
for carrying into effect in all respects the aforesaid sale to the Purchasing Company and also for
demands and recovering and giving receipts for all debts due to the Vendor Company in respect

of the said business and for bringing all necessary suits for the recovery of the same and in
respect of all other assets of the said
business of the Vendor Company.
(6) The Purchasing Company shall bear the stamp duty and all other expenses of this agreement
and conveyance deed.
IN WITNESS WHEREOF the common seals of the parties have
hereunto affixed on the date and year first above written.
WITNESSES The common seal of A B Co. Ltd. the within named
Vendor Company was hereunto affixed pursuant to a
1. resolution passed at a meeting of the Board of Directors held on the day of20
in the presence of S/Shri and
Directors of the company who have signed in token thereof
2. The common seal of X Y Co. Ltd. the withinnamed Purchasing Company was hereunto
affixed pursuant to a resolution passed at a meeting of the Board of
Directors held on the day of20 in the presence of Shri and Shri and
Directors of the company, who have signed in token thereof