SHAREHOLDERS AGREEMENT
This SHAREHOLDERS
AGREEMENT (“AGREEMENT”) is made and entered into on this _____ day of ____,
2006
BY AND BETWEEN
Mr.A s/o ……………………, resident of
………………….. which expression shall, unless repugnant to the meaning and context
thereof, include his legal heirs, successors and permitted assigns, of the one part termed as the First Party.
AND
Mr.B
s/o ……………………, resident of ………………….. which expression shall, unless repugnant to
the meaning and context thereof, include his legal heirs, successors and
permitted assigns, of the second part
termed as the Second Party.
AND
Mr.C s/o ……………………, resident of
………………….. which expression shall, unless repugnant to the meaning and context
thereof, include his legal heirs, successors and permitted assigns, of the third part termed as Third Party.
M/s _____________ PRIVATE LIMITED, having its
registered office at …………………………………. Though its director Mr…………….. in terms of
authority vested with him to enter into this agreement in the board meeting
held on ……………………
Whereas, M/s ________________ PRIVATE LIMITED , is an incorporated
company on ______________ having its registered office in the State of Delhi
and engaged in the business of software development and other related business
of information technology.
Whereas, all the three parties are desirous
of further development of business, intend to make available and apply their
respective skills, knowledge, resources, experience and expertise and are keen
in acquiring further immoveable properties for their office network.
Whereas, all the three parties along with
their relatives, friends and associates agreed to become shareholders and to take part in the equity share capital of the company in the
following manner:
Party A with his
relatives, friends and associates 40%
Party B with his
relatives, friends and associates 40%
Party C with his
relatives, friends and associates 20%
Total 100%
Whereas, all the
three parties mutually agreed to hereby covenant and agree as follows:
PRELIMINARY
The articles of association of
the company be amended so as to give effect to the provisions of this agreement
wherever an article is different or silent.
INTERPRETATION
In the existing regulations the following be
included:
“Affiliate” means, with respect
to a party, any other Person who:
(i)
directly
or indirectly, owns or controls such Party; or
(ii)
is
directly or indirectly owned or controlled by such Party; or
(iii)
is
directly or indirectly under common ownership or control with such Party; and
for the purpose of
the definition, the terms “control” (including the terms “controlling”,
“controlled” and under common control”) shall mean possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of the Party or Person, as the case may be, whether through the
ownership of the Shares, by contract or otherwise.
“Agreement” means this
Shareholders Agreement and all instruments supplemental to or in amendment or
confirmation of this Agreement; and references to Articles, Parts, Clauses,
Sections, Sub-sections and Schedules are to the specified Articles, Parts,
Clauses, Sections Subsections and Schedules of this Agreement and shall include
any modifications in writing between the Parties thereto after the Effective
Date of this agreement..
“Board” or “Board of Directors” means the Board
of Directors of the company
Words and expressions importing the singular
number shall include the plural number and vice versa.
Reference to the masculine gender will
include reference to the feminine or neutral gender and vice versa.
.
CONSTITUTION OF THE COMPANY
RANVE INTERFACE SOFTWARE PRIVATE LIMITED is the private
limited company. If any time, other than by operation of law, it requires to be
converted into a public company, all the three parties shall take such decision
unanimously
The name of the company continuous to be the
same and any change in the name of the company shall be agreed upon by all the
three parties unanimously.
The company when continuous to be a private
limited company shall not accept deposits other than directors, relative of
directors and shareholders of the company.
Any commencement of new business, a decision
has to be taken at a board meeting where all the directors present and
unanimously approve such business to commence.
CAPITAL
The Issued, subscribed and paid up equity capital of the
company shall be contributed by the parties hereto at such times as is mutually
agreed to between the parties hereto, and the share of contribution shall
remain same as provided in this agreement.
.
The Parties hereto agree that the Equity Capital will be
contributed only in cash, and not through consideration other than cash or in
any other manner.
The parties shall not, either directly or indirectly,
transfer, pledge, place as security or otherwise encumber the equity shares of
the company owned by them except with the prior written consent of the other
parties hereto.
The company shall not issue any preference
shares.
TRANSFER
AND TRANSMISSION OFSHARES
Any shareholder of
any party of this agreement can transfer his shares to any other shareholder of
the same party, however the shareholding ratio continuous to be the same among
the three parties as agreed upon in this agreement.
Any transfer of
shares by any party shall first be offered to the other two parties and the
transfer shall be in the proportionate to their respective holdings as agreed
upon
The certificate of
shares must accompany the instrument of transfer
GENERAL MEETINGS
Any shareholder can
request the board of directors to convene a general meeting.
PROCEEDINGS AT GENERAL MEETINGS
Quorum for each
general meeting shall be at least one shareholder personally present of each
three parties.
No business shall
be transacted at any general meeting, unless quorum of members is present.
Auditors of the
company shall be appointed with the consent of all the three parties.
All the three
parties shall approve any change in the memorandum and articles of association.
DIRECTORS
Each party has a
right to nominate a director to represent their holding.
PROCEEDINGS OF DIRECTORS
In all board
meetings, representatives of all the three parties have to be personally
present.
No business can
take place, unless directors of each party personally present in the meeting.
All the directors
shall sign any circular resolution passed.
All the directors
of the company in a duly convened meeting shall approve any appointment and
remuneration of managing director, whole time director and senior level
appointments.
BORROWING POWERS
All the directors
personally present in a board meeting shall approve any borrowings from any
person, bank, financial institution or body corporate
INVESTMENT
Any investment in
land, building, machineries and other assets such decision is to be taken with
unanimous approval of all the directors present in a board meeting.
COMMENCEMENT
OF NEW BUSINESS
Commencement of any new
business in terms of other objects of the memorandum of association of the
company shall be decided upon unanimously by all the directors present in a
meeting
OPERATION
OF BANK ACCOUNTS
All the directors
personally present in a board meeting shall approve opening of any new bank
account.
All the directors
personally present in a board meeting shall approve any change in operation of
any bank account.
ARBITRATION PROCEEDINGS
Any dispute or difference
arising under or in connection with this Agreement or
any breach thereof which, can not be
settled by friendly negotiation and
agreement among the Parties shall be
referred to arbitration as per Arbitration &
Conciliation Act 1996.
There shall be a sole Arbitrator appointed
by the mutual consent of the parties.
The venue of the arbitration shall be New Delhi
Sole Arbitrator shall be final and binding
upon the parties.
SHAREHOLDERS
AGREEMENT – DRAFT
SHAREHOLDERS
AGREEMENT
This SHAREHOLDERS
AGREEMENT (“AGREEMENT”) is made and entered into on this _____ day of ____,
2006
BY AND BETWEEN
Mr.A s/o ……………………, resident of
………………….. which expression shall, unless repugnant to the meaning and context
thereof, include his legal heirs, successors and permitted assigns, of the one part termed as the First Party.
AND
Mr.B
s/o ……………………, resident of ………………….. which expression shall, unless repugnant to
the meaning and context thereof, include his legal heirs, successors and
permitted assigns, of the second part
termed as the Second Party.
AND
Mr.C s/o ……………………, resident of …………………..
which expression shall, unless repugnant to the meaning and context thereof,
include his legal heirs, successors and permitted assigns, of the third part termed as Third Party.
AND
M/s RANVE INTERFACE SOFTWARE PRIVATE LIMITED,
having its registered office at …………………………………. Though its director Mr…………….. in
terms of authority vested with him to enter into this agreement in the board
meeting held on ……………………
Whereas, M/s RANVE INTERFACE SOFTWARE PRIVATE LIMITED , is an
incorporated company on 1st June, 2000 having its registered office
in the State of Delhi and engaged in the business of software development and
other related business of information technology.
Whereas, all the three parties are desirous
of further development of business, intend to make available and apply their
respective skills, knowledge, resources, experience and expertise and are keen
in acquiring further immoveable properties for their office network.
Whereas, all the three parties along with
their relatives, friends and associates agreed to become shareholders and to take part in the equity share capital of the company in the
following manner:
Party A with his
relatives, friends and associates 40%
Party B with his
relatives, friends and associates 40%
Party C with his
relatives, friends and associates 20%
Total 100%
Whereas, all the
three parties mutually agreed to hereby covenant and agree as follows:
1. The articles of association of the company be amended so as
to give effect to the provisions of this agreement wherever an article is
different or silent.
2. The minimum
number of directors shall be three and not more than twelve.
3. The company
shall not accept any deposits other than from the directors, relatives of
directors and shareholders of the company.
4. The company
shall not issue any preference shares.
5. Any director can
convene a board meeting by giving at least giving three clear days notice in
writing. Such notice shall be sent by
registered post to the residential address of other directors.
5.Any decision
relating to the following shall be taken in a duly convened board meeting,
where in all the directors personally present and unanimously decided.
(a) any further issue of shares. The increased issued, subscribed and paid up
capital shall be in the same ratio at any time.
(b) Any reference to the shareholders for any of their approval
(c) Any transfer of shares among the existing shareholders
(d) Any transmission of shares.
(e) Any change in the name of the company
(f) Any change in conversion of the company into a public company, other than
by operation of law
(g) Any amendment in the memorandum of association of the company
(h) Any amendment in the articles of association of the company
(i) Any commencement of new business as provided in the main/other objects of
the company, other than the existing business activities of the company.
(j) Quorum for a board meeting shall be three and at least one director shall be personally present from each party
in every board meeting.
(k) Quorum for a general meeting shall be three and at least one shareholder
shall be personally present from each party in every general meeting.
(l) Any change in the appointment of auditors
(m) Any borrowings from any person,
bank, financial institution or body corporate
(n) any investment in any land, building, machinery or any other assets
(o) any sale, disposal of any asset or property of the company
(p) any decision in opening of a bank account, change in the operation of any
bank account.
Any dispute or difference
arising under or in connection with this Agreement or
any breach thereof which, can not be
settled by friendly negotiation and
agreement among the Parties shall be
referred to arbitration as per Arbitration &
Conciliation Act 1996.
There shall be a sole Arbitrator appointed
by the mutual consent of the parties.
The venue of the arbitration shall be New Delhi
Sole Arbitrator shall be final and binding
upon the parties.
The following
points needs discussion:
1 Exit route – Fair
value: In the case of real estate
properties, the value of properties may not give true picture.
2. Termination
Clause – The clauses drafted and approved in the agreement shall have to
incorporated at the appropriate places.
At any point of time, the articles of association will prevail over the
agreement. When, one party wants to
terminate, then another agreement is needed so that the other parties, will be
free enough to re-alter the articles of association.
Company Secretary GAURAV SHARMA+919990694230 Connect on Watts App with Gaurav Email us [email protected] Official Blog Fema India Experts Connect with our Facebook Page:- Click and Like our Page Subscribe our Email updates like other 15,000 Members, Free/Easy/Comfortableway
