AGREEMENT BY THE COMPANY ADOPTING AN AGREEMENT BY THE PROMOTERS ON ITS BEHALF BEFORE INCORPORATION

POWER OF ATTORNEY BY THE COMPANY TO ITS MANAGING DIRECTOR

TO ALL TO WHOM THESE PRESENTS SHALL COME, THE A B Co. Ltd., a company registered under the Companies Act, 1956 and having its registered office at____________.........(hereinafter called "Company").

WHEREAS Shri A, aged about____________..years resident of Bombay has been appointed as Managing Director of the said Company and the Company is desirous of appointing him as Attorney of the Company for and on behalf of the Company and to do and perform the following acts and things effectively from the date of execution of this Deed.

NOW KNOW YE AND THESE PRESENTS WITNESS that the Company doth hereby appoint the said Shri A, the true and lawful Attorney of the Company in the name and on behalf of the Company from the date hereof to do and perform the following acts and things i.e. to say;

1. To negotiate, settle and execute on behalf of the Company all contracts and agreements for the purchase of land, machineries, equipments, etc. appointment of agents, carriers, insurers and other firms, companies, person or persons, whether incorporated or not relating to the business of the Company.

2. To sign all acceptance of and endorsements on all bills of Exchanges, Hundies, cheques, pay orders and securities and other instruments of all descriptions including Government Securities drawn for and on behalf of the Company or drawn on or in favour of the company and to receive the amounts of bills, hundies, cheques, pay orders, and other instruments as are payable to the Company and to give receipts and discharges for the same.

3. To draw cheques, letters and orders in respect of all accounts of the Company with banks including cash credit accounts, loan accounts and overdraft accounts.

4. To appoint and at his discretion remove or suspend any General Manager, Manager, officers, Engineer, Adviser, Consultants, Assistant, Clerks, Peons, Labourers, Agents and other employees for permanent, temporary or special services as he may from time to time think fit and to determine their powers and duties and fix their salaries, or emoluments and to acquire security in such instances and for such amounts as he may think fit.

DEED OF INDEMNITY BY A COMPANY TO ITS MANAGING DIRECTOR

THIS DEED of indemnity made at____________on this____________ day of____________  20____________ between X Y Z Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at____________  (hereinafter called "the Company") and Shri A, son of Shri____________  resident of(hereinafter referred to as "the Managing Director").

WHEREAS

At the request of the Company, and in consideration of the Company agreeing to give such indemnity as hereinafter appearing, the Managing Director has executed promissory notes and other instruments in favour of Bank (the company's Bankers) by way of guarantee or collateral security for loans granted or to be granted by the said Bank from time to time or on account of the company or in respect of other financial accommodation to be granted by the said Bank to the Company

AGREEMENT FOR SALE OF RUNNING BUSINESS TO THE PROMOTERS OF THE COMPANY

An Agreement made at____________.this____________.day of____________.20____________.between A, son of____________.resident of..........................(hereinafter called the "Vendor") of the ONE PART and B, son of____________. resident of____________.C, son of........................ resident  of____________.and D, son of resident of____________. (hereinafter collectively called the"Promoters") of the OTHER PART.

WHEREAS the Vendor is carrying on business as sole proprietor of manufacturers of electronic goods under the name and style of M/s. ......................at ____________.hereinafter called the said business;

AND WHEREAS the Vendor as the owner of the said business along with the freehold and leasehold property more particularly described in the First Schedule hereunder written, fixed plant, machinery and fixtures thereon, stock-in-trade and all other properties and assets of the said business, the details of which are given in the Second Schedule hereunder written, has agreed to sell the said business alongwith its assets to the promoters, who are promoting a company with the name X Y Z Co. Ltd. under the Companies Act, 1956 and in respect of the said name, the Registrar of Companies, ....................., ....................has conveyed no objection vide Letter No. ..................dated____________.

NOW IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

(1) The Vendor will sell and the promoters will purchase the said business of electronic goods manufacturers now carried on by the Vendor at ____________.under the name and style of____________.M/s ____________.as a going concern, with all the assets thereof including goodwill, freehold and leasehold property described in the First Schedule hereunder written, fixed plant, machinery and other fixtures thereon, stock-in-trade, book debts, trade marks, benefit of subsisting contracts and all other property and assets of the Vendor relating to the said business details of which are given in the Second Schedule hereunder written within six months for a sum of Rs ____________.out of which Rs . ____________.have been paid to the said Vendor (the receipt whereof the Vendor hereby acknowledges) and the balance of Rs ____________.will be paid in ____________.equity shares of Rs .