(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;