Property Dispute Court Guidance

Summary

For property disputes in Andheri worth Rs. 2 crore, approach the Mumbai City Civil Court. Kolhapur has a Court of Small Causes for relevant cases. Ensure your JV agreement is reviewed for accuracy and compliance.

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does kholapur have a court of small causes
Yes, Kolhapur does have a Court of Small Causes.
~Kolhapur Court of Small Causes
Phone: *-* *
Address: District Court Complex, Shivaji Peth, Kolhapur, Maharashtra *
Website: https://districts.ecourts.gov.in/kolhapur

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review this JV agreement , including the clauses and typos JOINT VENTURE AGREEMENT This Joint Venture Agreement is made and executed on this [●] day of [●], * (“Execution Date”) BY AND BETWEEN DEWAN INDIA, a partnership firm, having Permanent Account Number (PAN) [●] and having its office at Plot No. J-*, Phase-*, Moradabad Special Economic Zone, Pakbara Dingarpur Road, Moradabad, Uttar Pradesh – * represented by its authorized signatory Mr. Surender Gandhi (hereinafter referred to as “DEWAN”, which expression shall be deemed to mean and include its successors and assignees); AND NEW WAVE CAPITAL INVESTMENT, INC., a company incorporated under the laws of California and having its office at [●] , represented by its authorized signatory Mx. [●] (hereinafter referred to as “NEW WAVE”, which expression shall be deemed to mean and include its successors and assignees); AND MACCABEE INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, *, bearing Corporate Identification Number U31009UP2024PTC204865 and having its registered office at M/S DEWAN & SONS, LAKRI FAZALPUR MINI BYPASS, Moradabad, Uttar Pradesh - * (hereinafter referred to as the “JV Company”, which expression shall be deemed to mean and include its successors and assignees). (DEWAN, NEW WAVE and the JV Company are hereinafter collectively referred to as “Parties” and individually referred to as “Party”). WHEREAS: A. DEWAN is engaged in the business of manufacture of products such as foldable chairs and other furniture in India. B. NEW WAVE is incorporated in California and is engaged in the business of [●]. C. DEWAN and NEW WAVE have been negotiating possible joint venture opportunities and have decided to enter into a joint venture relationship for carrying on the Business (as defined later). Accordingly, DEWAN has incorporated the JV Company. D. The Parties wish to enter into this Agreement to record their respective rights and obligations and to mutually agree on the management of the JV Company and the conduct of its Business. NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AND THIS AGREEMENT WITNESSETH AS UNDER: *. DEFINITIONS In this Agreement, except to the extent that the context requires otherwise, the following terms shall have the meanings set forth below: *.* “Act” shall mean the Companies Act, * for the time being in force and any subsequent amendment thereto or any other succeeding enactment; *.* “Affiliate” with respect to: (a) a corporation, partnership, association, trust, or any other entity, means any Person who, Controls, is Controlled by or is under common Control with such Person, including, any general partner, officer or director of such Person, and with respect to (b) an individual, means a relative of such individual and a Person who is Controlled by or is under common Control with such individual; *.* “Agreement” shall mean this Joint Venture Agreement as from time to time amended, supplemented or replaced and any document which amends, supplements, or replaces this Agreement, together with the recitals and all the Schedules attached hereto; *.* “Applicable Law” shall mean all applicable statutes, rules, bye-laws, regulations, notifications, guidelines, policies, judgment, decree, consents, orders or any similar form of decision of, or determination by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the Execution Date or at any time thereafter; *.* “Articles of Association” shall mean the Articles of Association of the JV Company, as amended or restated from time to time; *.* “Board” shall mean the board of Directors of the JV Company; *.* “Business Day” shall mean any day on which commercial banks are open for business in Moradabad, India and La Verne, California; *.* “Business Plan” shall mean the financial and operational plan of the JV Company formulated by the Parties; *.* “Business” shall mean the main objects of the JV Company defined in the Memorandum of Association of the JV Company as set out in Schedule I hereto; *.* “Competitor” shall mean any Person engaged in a line of business that competes with the Business carried out by the JV Company, NEW WAVE and/or its Affiliates and DEWAN and/or its Affiliates; *.* “Confidential Information” shall mean all information or material disclosed by one Party to the other Party, directly or indirectly, in writing, orally or by inspection of tangible objects (including documents, e-mails), irrespective of whether it is marked “confidential” or not. Confidential Information shall include the disclosing Party’s non-public corporate, financial, legal and employee information, business model, business ideas, corporate plans, strategies, business forecasts and competitive analysis, customer names and prospective customer names, investor information and all information concerning suppliers, business, trade secrets, business ideas and Intellectual Property. Exceptions to Confidential Information shall include information i) generally available in the public domain prior to disclosure thereof; ii) already in the possession of the other Party at the time of disclosure; iii) independently developed by the other Party without reference to the Confidential Information provided by the disclosing Party; and iv) required to be disclosed by the other Party under Applicable Law; *.* “Control” (including, with its correlative meanings, the terms “Controlled by” or “Controlling”) with respect to any Person, shall mean the power to direct the management or policies of a Person, whether through the ownership of over *% (fifty percent) of the voting power of such Person, or through the power to appoint over half of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise; *.* “Charter Documents” mean the Memorandum of Association and Articles of Association of the JV Company collectively; *.* “Director(s)” shall mean the directors appointed on the Board from time to time in accordance with the Articles of Association and this Agreement; *.* “Encumbrances”; shall mean, as the case may be, (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, (ii) any voting agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any Person, and/or (iii) any adverse claim as to title, possession or use, and any agreement or arrangement in respect of any of the aforesaid, whether imposed by contract, understanding or Applicable Law, save and except for any present or future arrangements/ understandings between the Parties which shall not be construed as an encumbrance; *.* “Financial Year” shall mean the period of * (twelve) months commencing on 1st April of a calendar year and ending on 31st March of the following calendar year; *.* “General Meeting” shall mean an annual general meeting or an extra-ordinary general meeting of the Shareholders, convened and held in accordance with the Act and the Articles of Association; *.* “Governmental Authority” shall mean any statutory or governmental authority, or department, government company, agency, commission, board, tribunal or public body, including courts of competent jurisdiction, arbitrator, the Reserve Bank of India, or any other instrumentality of the Republic of India or elsewhere, as the context may indicate, which is authorised to make laws, rules or regulations or pass directions having or purporting to have jurisdiction in the Republic of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof and any authority exercising powers conferred by law; *.* “Industry Know-How” means any Intellectual Property or knowledge which, although not generally known, is determinable or discoverable by study of industry data or gained through experience in performing services in the industry, including, without limitation, industry information previously developed by DEWAN or NEW WAVE, or developed pursuant to this Agreement or used to create any product for the JV Company; *.* “IP" or "Intellectual Property” means all forms of intellectual property rights and all analogous rights subsisting/recognised under the laws of India or any other jurisdiction and shall include without limitation any product or process of the human intellect whether registrable as patents, trademarks, copyrights, designs or otherwise, such as an invention, expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process or presentation, registration of and applications to register any of the aforesaid items; *.* “JV Company IP” shall mean all intellectual property (tangible or intangible) created or developed by the JV Company or commissioned by the JV Company from any other person other than Licensed Technology; *.* “Losses” shall mean and include all direct losses, claims, reasonable costs, and damages, including interests and penalties with respect thereto and reasonable out-of-pocket expenses, including reasonable attorneys' fees and disbursements, but excluding indirect, consequential or exemplary costs and damages; *.* “Memorandum of Association” shall mean the memorandum of association of the JV Company and as amended or restated from time to time; *.* “Person” shall mean any individual, proprietorship, company, partnership (whether limited or unlimited), trust or other body (whether incorporated or not), Hindu undivided family, union or association, and shall include their respective successors and in case of an individual shall include his/her heirs, legal representatives, administrators and executors and in case of a trust shall include the trustee/s for the time being; *.* “Reserved Matters” shall mean the matters specified in Schedule II hereto read together with Clause * of this Agreement; *.* “Shareholders” shall mean any Person holding Shares of the JV Company; *.* “Shares” shall mean the equity shares forming part of the paid-up capital of the JV Company; *.* “Subscription Price” shall mean the sum of INR *,* (Indian Rupees Two Hundred Thousand only) paid by NEW WAVE and DEWAN in the proportion of *:* towards the subscription of Subscription Shares; *.* “Subscription Shares” shall mean Twenty Thousand Equity Shares of the JV Company to be issued to NEW WAVE and DEWAN in the proportion of *:*; *.* “NEW WAVE IP” shall mean all Intellectual Property or Confidential Information (other than Industry Know-How) of NEW WAVE, as the case may be, which includes, without limitation, any invention, patent or application for a patent, design (registered or unregistered), trademark (registered or unregistered), trade name, copyright (including future copyright), trade secret, proprietary information or other intellectual property right in respect of any data, information, process, work, material or method; *.* “DEWAN IP” shall mean all Intellectual Property or Confidential Information (other than Industry Know-How) of DEWAN, as the case may be, which includes, without limitation, any invention, patent or application for a patent, design (registered or unregistered), trademark (registered or unregistered), trade name, copyright (including future copyright), trade secret, proprietary information or other intellectual property right in respect of any data, information, process, work, material or method *.* “Transfer” (including with correlative meaning, the terms “Transferred” and “Transferability”) shall mean to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation of law or in any other way subject to any Encumbrance or disposal thereof, whether or not voluntarily; *.* “Warranties” shall mean representations and warranties as stated in Clause * of this Agreement. *. OBJECTIVE AND SCOPE OF THE AGREEMENT *.* The Parties hereby agree that the purpose of the JV Company shall be to carry on the Business. The use of the investment amount by the JV Company shall be towards (i) the costs involved in the initial setup of the JV Company; (ii) funding the working capital requirements of the JV Company; and (iii) any other purpose as may be mutually agreed between the Parties. *.* At the discretion of the Board and subject to compliance with Applicable Law and the obtaining of requisite approvals from relevant Governmental Authorities, where applicable, other business may also be carried on by the JV Company. *.* The Parties agree that the Charter Documents shall, to the extent permissible under Applicable Law, incorporate the provisions of this Agreement. To the extent that the Charter Documents are inconsistent with this Agreement, the Shareholders undertake to amend and restate the Charter Documents within 60 days of the Execution Date. *. SHARE CAPITAL AND SHAREHOLDING *.* The JV Company has been incorporated with an initial authorised share capital of INR *,*,* (Indian Rupees Five Million only) divided into *,* (Five Hundred Thousand) Shares of INR * (Ten) each. The paid-up share capital shall be INR *,* (Indian Rupees Two Hundred Thousand only) comprising the Subscription Shares. The shareholding percentage is set out in the table below: Party No. of Subscription Shares Shareholding percentage NEW WAVE *,* *% DEWAN *,* *% TOTAL *,* *% *.* NEW WAVE shall subscribe to *,* (Ten Thousand) Subscription Shares having total face value of INR *,* (Indian Rupees One Hundred Thousand) within 45 days of the Execution Date. DEWAN shall assist with all corporate actions and secretarial compliances to enable NEW WAVE to subscribe to the Subscription Shares. *.* All Shares shall carry equal voting rights and rank pari-passu in all respects. The rights and obligations attached to the Shares and other characteristics of the Shares shall be governed by the Memorandum of Association, the Articles of Association and by this Agreement. *. REPRESENTATIONS AND WARRANTIES OF THE PARTIES *.* Representations & Warranties: Each Party represents and warrants to the other Party that: *.*.* It has been duly registered and is validly existing under Applicable Law, with all necessary corporate power and authority to enter into, perform this Agreement and all agreements executed or which are to be executed in pursuance hereof, in accordance with Applicable Law. *.*.* This Agreement constitutes a valid and legally binding obligation of each Party, enforceable against it in accordance with its terms. *.*.* The execution and delivery of this Agreement and performance of the transactions contemplated by this Agreement will not conflict with or violate the (a) constitutional documents of such Party; (b) any Applicable Law; and (c) conflict with any agreement, instrument, document or obligation to which it is a party. *.*.* The Party is not insolvent/bankrupt or unable to pay its debts (in accordance with Applicable Law) and no Person has taken any action nor, as far as it is aware, have any steps been taken or legal proceedings been started or so far as it is aware, threatened against the Party for the enforcement of any Encumbrance over any material part of its assets. *.*.* There is no action, suit, proceeding, inquiry or investigation before or brought by any court or Governmental Authority or any arbitration proceeding now pending, to the knowledge of the Party against or affecting the Party or any of its assets or properties. *.*.* Each Party acknowledges that the other Party has entered into this Agreement relying on the Warranties being true, complete and correct in all respects as on the Execution Date. *.*.* DEWAN and NEW WAVE represent that they have adequate resources to pay the Subscription Price and render services to the JV Company in accordance with the terms of this Agreement. *.*.* Each Warranty shall be separate and independent and shall not be limited by reference to any other provision of this Agreement. *. FINANCING OPTIONS *.* Rights Issue: If after the issue of the Subscription Shares the Board decides to issue further Shares to finance the Business requirements of the JV Company, such further Shares shall be offered (“Offer”) to the existing Shareholders in their shareholding proportion, as nearly as circumstances admit, as on the date of Offer (“Rights Issue”). The Offer shall be made by notice specifying the number of Shares offered and limiting a time not less than * (fifteen) upto * (thirty) days from the date of Offer within which the Offer, if not accepted, will be deemed to have been declined. The Offer shall also include a right exercisable by the Shareholder to renounce the Shares offered to him pursuant to the Rights Issue in favour of any other Shareholder or Affiliate. *.* Guarantees: No Shareholder shall be obliged to provide any guarantee or security for any indebtedness of the JV Company unless otherwise agreed unanimously by both the Shareholders, in which case both the Shareholders shall provide such guarantee or security to the extent required by the relevant bank or the financial institution, in proportion to their then shareholding in the JV Company. The aggregate liability of a Shareholder under any such guarantee or security shall be in the same proportion to its shareholding in the JV Company and shall not exceed its shareholding at the time the guarantee or security is given. *. BOARD OF DIRECTORS AND BOARD PROCEEDINGS *.* Strength of the Board: Unless otherwise agreed between the Parties, the Board shall consist of * (Four ) Directors comprising of the nominee Directors appointed by the Parties respectively in the following manner: Party Nominee Director appointed by such Party NEW WAVE Mx. [●] Mx. [●] DEWAN Mr. Surender Gandhi Mr. Joginder Gandhi *.* Retirement and Re-appointment of Directors: Subject to compliance with Applicable Law, all the Directors of the JV Company shall be non-retiring and executive and shall not be required to hold any qualification shares. All non-retiring Directors shall be appointed, removed and replaced at any time and from time to time by a notice to the JV Company in writing by the concerned Party which initially appointed such Directors, and such appointment, removal and replacement shall be effective from the time mentioned in the said notice or from the time of its receipt by the JV Company, whichever is later. *.* Resident Director: The Director nominated by DEWAN shall be resident in India. *.* Remuneration of Directors: The Directors appointed by the Shareholders shall be paid a monthly remuneration not exceeding INR [●] (Indian Rupees [●] only) . The Directors may receive reimbursement for reasonable and necessary expenses in the regular course of Business such as travelling, attending seminars, conferences and participation in events at actuals upon the production of documentation substantiating such expenses and subject to such expenses being approved in advance by the Board . The said remuneration shall commence from the date mutually agreed between the Parties and subject to revision as approved by the Board. *.* Removal of Director: In the event the concerned Party wishes to remove a Director who has been elected as its nominee, the other Party hereto shall vote for such removal. In the event a vacancy in the office of a Director is caused by the death, retirement or removal of a Director, the same shall be filled by appointing the nominee of the concerned Party whose nominee the deceased, retiring or removed Director was. *.* Chairman of the JV Company: The Board of Directors shall have * (one) Chairman (“Chairman”), who shall be unanimously approved by all Directors on the Board. The Chairman shall exercise the functions in accordance with the provisions set forth in this Agreement, the Articles of Association and the resolutions of the Board. Whenever the Chairman of the JV Company is unable to exercise his/her functions for any reason, he/she shall authorize another Director to represent the Chairman until the Chairman resumes his/her functions, or until a successor is unanimously approved by all Directors on the Board . *.* Indemnity: The JV Company shall indemnify each Director against all claims and liabilities incurred by reason of him/her being a Director of the JV Company, provided that the Director’s acts or omissions giving rise to such claims or liabilities do not constitute intentional misconduct or gross negligence or a deliberate violation under Applicable Laws. *.* Directors Liability Insurance: The JV Company may obtain directors liability insurance for its Directors for an amount and on such terms as may be decided by the Board. *.* Voting: All resolutions of the Board at a meeting or adjourned meeting of the Directors shall be adopted by a simple majority vote of the Directors present and voting. At every Board meeting, each Director shall be entitled to exercise * (one) vote each. The Chairman shall have second or casting vote in the matter where the number of Directors present and voting in favour of the proposed resolution is equal to the number of Directors who are in disagreement with the proposed resolution. *.* Number of Board Meetings and Venue: The Board shall meet at least * (four) times in every calendar year and at least once in every calendar quarter and gap between two board meetings should not exceed 120 days as required by Companies Act, *. Meetings of the Board shall be held at such place as the Board agrees from time to time. A Board meeting may also be held by teleconference or video conference. *.* Notice and agenda: At least * (seven) Business Days written notice or a shorter notice with the consent of the majority of the Directors shall be given to each of the Directors in respect of each meeting of the Board, in a manner compliant with the Act. The notice of Board Meeting shall be accompanied by an agenda specifying the matters to be discussed and all necessary written information, including the date, time and agenda for such meeting. Such notice period shall not apply in the case of an adjourned meeting of the Board, provided that, such adjourned meeting of the Board does not consider any new matter not on the agenda of the original meeting of the Board. The Parties agree that the minutes of each meeting of the Board shall be signed by the Chairman and circulated to all Directors of the Board and entered into the minutes book forthwith. *.* Quorum for the Board Meetings: Subject to the provisions of the Act, quorum shall be * (three) Directors present at the commencement of and throughout the meeting. If a quorum is not present within * (thirty) minutes of the scheduled time for any meeting of the Board or ceases to exist at any time during the meeting, then the meeting shall be adjourned, for a period determined by the Chairman, which period shall not be higher than * (three) days provided the agenda remains unchanged. *.* Circular Resolutions: The Board may act by written resolution, or in any other legally permissible manner, on any matter hereof and except for matters, which by Applicable Law may only be acted upon at a meeting. Subject to any restrictions imposed by Applicable Law, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of Directors. *. RESERVED MATTERS *.* No action, omission or decision relating to any of the Reserved Matters as set forth in Schedule II hereof, shall be taken by the Board (either at a duly convened meeting or by means of a circular resolution), the Shareholders of the JV Company, or any of the employees, officers or managers of the JV Company , unless the affirmative vote of at least * (one) Nominee Director of DEWAN and * (one) Nominee Director of NEW WAVE (or that of DEWAN and NEW WAVE in the case of decisions requiring shareholder approval) is obtained for such action, omission or decision. *. MANAGEMENT OF JV COMPANY *.* Subject to the provisions of this Agreement, Articles of Association and the general supervision of the Board, DEWAN and its representatives shall be responsible for the management, supervision, direction and control of the JV Company. The Board may delegate its powers to such Persons and such committees that it may create to assist it in its Business strategy and objectives in terms of this Agreement. *.* The Shareholders & Directors shall in all cases act (and shall ensure that any delegate so acts) in the best interests of the JV Company and shall carry out (and shall ensure that any delegate so carries out) their duties to the best of their abilities and in accordance with sound corporate management practice and the highest ethical and professional standards. The Shareholders shall cooperate with each other and shall provide all reasonable assistance and instructions, authorization and information as is necessary to enable them to perform their duties in accordance with this Agreement, Articles of Association and Applicable Law. *.* Subject to the supervision, direction and control of the Board and Shareholders, the JV Company shall appoint/engage such employees or consultants as may be necessary to carry on the Business efficiently. The JV Company will have full authority over the lawful hiring and dismissal of its employees. The employees of the JV Company will be hired from wherever the JV Company can find the most suitably qualified people. *. FINANCIAL AFFAIRS, ACCOUNTING, AUDIT AND REPORTING *.* Taxes: The JV Company shall ensure compliance with the applicable tax laws and pay taxes in accordance with Applicable Laws. *.* Accounting: The JV Company shall adopt the accounting standards as prescribed by the Companies Act, * and the Rules made thereunder. *.* Statutory Auditors: The JV Company shall appoint the statutory auditors of repute. No statutory auditors will continue to perform the statutory audit for more than * (Five) consecutive Financial Years. *.* Reporting: The JV Company shall promptly furnish to DEWAN and NEW WAVE, the following: a. Monthly reports, within * (fifteen) days following the end of each month containing an income statement and a cash flow statement for the previous month of operations of the JV Company; b. Board approved quarterly performance reports of the JV Company, within * (fifteen) days following the end of each quarter; c. Board approved half-yearly and audited annual financial statements and management accounts prepared in accordance with India’s generally applicable accounting standards, within * (ninety) days following the end of the relevant half year or Financial Year as applicable; d. Board approved half-yearly budgets (financial and Business) of the JV Company; and e. Such other Business/operations related reports and information, as may be sought by DEWAN and NEW WAVE, from time to time. DEWAN shall be responsible to ensure that the above mentioned reports, statements and budgets are prepared in a timely manner. *.* On and after April *, *, as soon as practicable following the end of each Financial Year (a "Distribution Period"), the Board shall calculate the amount of net distributable income after tax (“Distributable Fund”), if any, for such period. No less than *% of the amount of Distributable Funds, if any, for such period shall be distributed to the shareholders (a "Mandatory Distribution") within 20 days following the completion of the JV Company's annual audit and at such other times as determined by the Board in accordance with the percentages of the shareholder’s respective ownership. *. RESPONSIBILITIES OF DEWAN AND NEW WAVE *.* Responsibilities of DEWAN: *.*.* Supply of Products: DEWAN shall be responsible for the manufacturing of the products by the JV Company and will ensure that products are of high quality and meet specification as mutually agreed between the Parties. *.*.* Product Availability: DEWAN shall make its best efforts regarding availability of the products by the JV Company, including but not limited to all requirements pertaining to the export of such products for sale outside India and shall ensure compliance with Applicable Laws relating to manufacturing and supply of such products by the JV Company. *.*.* Product Quality: DEWAN shall ensure that the products are as per the required international standards and there is no variation in the products sold in any other part of the world where DEWAN is supplying similar products. DEWAN shall comply and ensure that JV Company complies with Applicable Law for the research, manufacture, procurement and export of the products. *.* Responsibilities of NEW WAVE: *.*.* Customer Acquisition: NEW WAVE shall acquire customers in the United States to whom the products manufactured by the JV Company will be supplied. *.*.* Product Research: NEW WAVE shall carry out research so as to enhance and better the quality of the products and to develop other new products to compete in the market. *.*.* Marketing: NEW WAVE shall dedicate sufficient time and resources in marketing/promoting the products through various means of marketing. *.*.* Business Guidance: NEW WAVE shall provide business guidance to the JV Company by ensuring representatives to be available on request by the JV Company, for meetings with the JV Company’s key management staff and DEWAN, as and when required, as mutually agreed between the DEWAN, NEW WAVE and the JV Company, to discuss about the business initiatives and forecast for the JV Company. *. TERRITORY *.* The Parties to this Agreement mutually agree that the Business of the JV Company shall be operational only within the geographical territory of India (“Territory”). *. TRANSFER OF SHARES DEWAN and NEW WAVE shall not Transfer nor attempt to Transfer, directly or indirectly, any Shares or any right, title or interest therein or thereto or create an Encumbrance except in the manner provided in this Clause *. The Parties acknowledge that creation of any Encumbrance on any Shares or any interest therein, which is in violation of this Agreement shall be null and void ab initio and no such Transfer shall be recorded in the JV Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall be treated) as the owner of such Shares for all purposes and the Parties shall do all acts, deeds or things to prevent such Transfer from being given effect to. *.* Lock-in Period: From the issue of the Shares till the expiry of * (three) years from the date of issue (“Lock-in Period”), DEWAN and NEW WAVE shall not be entitled to Transfer or create any Encumbrance on any of the Shares held by them and/or any interest therein in any manner whatsoever, except the pledge of Shares in favor of a financial institution as collateral in connection with a business loan availed by a Shareholder in ordinary course of business. *.* Right of First Refusal on Transfer by DEWAN or NEW WAVE: *.*.* If at any time after the execution of this Agreement, DEWAN or NEW WAVE propose to sell/Transfer all or any of its Shares (“Sale Shares”) in the JV Company to any third party (“Proposed Transferee”), the Party intending to sell/Transfer Sale Shares (“Selling Party”) shall disclose the identity and the offer of the Proposed Transferee to the other Party and offer the Sale Shares to the other Party, on the same price and on the same terms as offered by such Proposed Transferee (“Sale Notice”). The other Party shall have the option to exercise their right of first refusal within * (thirty) Business Days (“Exercise Period”) from the receipt of the Sale Notice from the Selling Party and to purchase the Sale Shares on the same price and on the same terms as contained in the Sale Notice. In the event of the other Party declining to purchase the Sale Shares so offered or not responding to the Sale Notice within the Exercise Period, the Selling Party shall be entitled to sell the Sale Shares to the Proposed Transferee at the same price and on the same terms and conditions as disclosed to the other Party in the Sale Notice. *.*.* Notwithstanding any provision contained in this Agreement, the Selling Party shall not Transfer the Sale Shares to any Competitor of the JV Company unless mutually agreed otherwise by the Shareholders. *. LIQUIDATION OF JV COMPANY Subject to the Board’s approval, in the event of a dissolution or winding up of the operations pertaining to the Business of the JV Company, the payments upon liquidation of the JV Company shall be carried out in the following order: *.* In the event of JV Company product returns by the customer, the JV Company shall ensure refunds, if any, be paid to such customers; *.* Any funds remaining with the JV Company, subsequent to fulfilling of obligations under Clauses *.* shall be utilized to provide pro-rata distributions to the existing Shareholders of the JV Company as per Applicable Law. *. COMPETING BUSINESS *.* The Parties undertake, that during the term of this Agreement and for a period of * (three) years thereafter, DEWAN and NEW WAVE or any of its Affiliates shall not, at any time and in any manner whatsoever, either by itself or by way of any tie-up or joint venture or any arrangement with a third party, enter into or carry on any business similar to that of the JV Company in the Territory unless with the prior written consent of the other Party *. TERMINATION *.* This Agreement shall terminate on the earlier occurrence of the following events: *.*.* By the written consent of the Parties; *.*.* Upon occurrence of events including without limitation, merger or consolidation, which gives Control of the JV Company to any third party; *.*.* In the event the JV Company becomes the subject of a voluntary/involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors or any resolution is passed for winding up of the JV Company. *.* Consequences of Termination: Upon termination of this Agreement: *.*.* All obligations of the Parties shall cease with effect from the date of termination of this Agreement. *.*.* The termination of this Agreement in any of the aforesaid circumstances shall not in any way affect or prejudice any right accrued to any Party against the other Party, prior to such termination. *.*.* Clause * (Indemnity), Clause * (Confidential Information), Clause * (Intellectual Property), Clause * (Dispute Resolution), Clause * (Governing law and jurisdiction), Clause *.* (Notices) and this Clause *.*.* shall survive the termination of this Agreement for any reason whatsoever. *. INDEMNITY *.* Each Party shall defend and hold harmless (“Indemnifying Party”) the other Party and the JV Company along with its directors, officers, advisors, employees, Affiliates (each an “Indemnified Party”), from and against any and all Losses, actually incurred or suffered, by the Indemnified Parties including third party claims and any reasonable attorneys’ fees, arising out of or in connection with (each a “Claim”): a) any misrepresentation, failure or any breach of its Warranties under this Agreement; and/or b) any default and/or breach of any undertaking, obligation, condition or covenant of the Indemnifying Party under this Agreement. *.* Conduct of Third Party Claims: If a Claim arises as a result of, or in connection with, a liability or alleged liability to a third party, which may or may not have been settled between such third party and the Indemnified Party (“Third Party Claim”), then the Indemnifying Party may, in consultation with the Indemnified Party, decide to commence proceedings on the following terms: a) the Indemnified Party shall make available to the Indemnifying Party and its representatives all such information as the Indemnifying Party may reasonably require for assessing, contesting, appealing or compromising the Third Party Claim; b) the Indemnified Party shall take such action to contest, appeal or compromise the Third Party Claim as may be agreed between the Indemnified Party and the Indemnifying Party. The Indemnified Party shall not make any admission of liability, agreement, settlement or compromise in relation to the Third Party Claim without the express approval of the Indemnifying Party; c) the Parties shall keep the Indemnified Party promptly informed of the progress of the Third Party Claim and provide the Indemnified Party with copies of all relevant documents and such other information in its possession as may be requested by the Indemnified Party; and d) the Indemnified Party may appear in any proceeding relating to a Third Party Claim, and participate in the defense thereof, with their own counsel, provided that that the Parties shall not be required to indemnify the attorney’s fees of more than one counsel for the Indemnified Parties relating to a given Third Party Claim. If any claim arises on account of the quality of or defect in the products supplied by the JV Company to its customers, then DEWAN undertakes to indemnify NEW WAVE and the JV Company along with its directors, officers, advisors, employees and Affiliates against any such claims by the customer(s). *. CONFIDENTIAL INFORMATION *.* Without the prior written consent of the other Shareholder or the JV Company, as the case may be, in its sole discretion, each Shareholder and the JV Company undertakes that it shall not (i) disclose, communicate, share, make available or provide access to (“Disclose”) any Persons other than its and its Affiliates, directors, officers, managers, partners, members, employees, agents, legal, financial and professional advisors and bankers (collectively, “Representatives”) on a “need to know” basis, or (ii) use for purposes other than to perform its obligations under this Agreement, any Confidential Information of any Party or its Affiliates Disclosed in connection with performance under this Agreement. *.* Each Party and the JV Company shall use their best endeavours to ensure that (a) its Representatives do not Disclose any such Confidential Information to any Person other than authorised Representatives and shall be liable to the other Party for any breach of the foregoing and (b) all of its Representatives who are not employees or are not bound by obligations of confidentiality enter into a written confidentiality agreement before any such Confidential Information is Disclosed to them. *.* Each Party shall ensure that any Confidential Information is treated with at least the same degree of care and diligence as it uses for its own confidential information. No announcements or disclosures concerning this Agreement, any Confidential Information or any acts performed by the Parties in pursuant to the Agreement shall be made by the Parties unless required by Applicable Law. *. INTELLECTUAL PROPERTY *.* Title to the JV Company IP: The JV Company shall be for all purposes the owner of the JV Company IP and all Intellectual Property rights therein. *.* Industry Know How: Upon providing the JV Company access to and use of Industry Know-How, the JV Company is granted by the providing Party a perpetual, unrestricted, transferable, assignable, irrevocable, worldwide, nonexclusive, royalty free license to distribute, reproduce, make derivative works of in any form or medium, whether now known or later developed, make, have made, use, sell, import and offer for sale or sublicense to others such rights (through multiple tiers of sub licensees). *.* DEWAN IP: Title to DEWAN IP provided by DEWAN to the JV Company under this Agreement shall be and shall remain in DEWAN or its Affiliate(s) who licensed the Intellectual Property. DEWAN IP that is Licensed Technology, shall be subject to the terms of such license. Except with respect to DEWAN IP that is Licensed Technology, upon providing the JV Company access to and use of such DEWAN IP, DEWAN grants to the JV Company, solely for use in the Business of the JV Company, a perpetual, irrevocable, worldwide, non-exclusive, royalty free license to (i) use, (ii) make derivative works of, (iii) in connection with deliverables of the JV, grant its sub-contractors access to and use of and a sublicense to such DEWAN IP, in each case in any form or medium, whether now known or later developed. *.* NEW WAVE IP: Title to NEW WAVE IP provided by NEW WAVE to the JV Company under this Agreement shall be and shall remain in NEW WAVE or its Affiliate(s) who licensed the Intellectual Property. NEW WAVE IP that is Licensed Technology, shall be subject to the terms of such license. Except with respect to NEW WAVE IP that is Licensed Technology, upon providing the JV Company access to and use of such NEW WAVE IP, NEW WAVE grants to the JV Company, solely for use in the Business of the JV Company, a perpetual, irrevocable, worldwide, non-exclusive, royalty free license to (i) use, (ii) make derivative works of, (iii) in connection with deliverables of the JV, grant its sub-contractors access to and use of and a sublicense to such NEW WAVE IP, in each case in any form or medium, whether now known or later developed. *. OWNERSHIP OF BRANDS *.* The Parties hereby mutually agree that the brand [●] which has been developed and is owned by NEW WAVE shall be licenced to the JV Company by way of a trademark license agreement to be executed between the JV Company and NEW WAVE. The JV Company shall not manufacture products bearing any other brand apart from [●]. *. DISPUTE RESOLUTION *.* In the event of any dispute or difference between the Parties in respect of or concerning or connected with the interpretation or implementation arising out of this Agreement or any provision hereof, or relating to the termination hereof (“Dispute”), such Dispute shall in the first instance be resolved amicably by representatives of the Parties. *.* If any Dispute as referred to hereinabove is not resolved within a period of * (ten) days from the date of reference for amicable resolution to the representatives of the Parties, then such Dispute shall be referred to arbitration by a sole arbitrator, mutually appointed by the Parties in accordance with the Arbitration and Conciliation Act, * and modification or re-enactment thereof. The seat, place and venue of arbitration shall be Mumbai. The language of arbitration shall be English. Parties shall bear the costs of arbitral tribunal equally. The award of the arbitral tribunal, including any interim or partial award, shall be binding upon the Parties. *. GOVERNING LAW AND JURISDICTION *.* Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, without recourse to any conflict of law rules. *.* Jurisdiction: Subject to Clause * above, the competent courts of Moradabad shall have the exclusive jurisdiction to try, entertain and dispose any Disputes arising out of this Agreement. *. MISCELLANEOUS *.* Costs: Except as otherwise agreed between the Parties, each of the Parties shall pay their own costs and expenses (including legal expenses) incurred in relation to the negotiations, preparation and execution of this Agreement. The stamp duty, if any, payable on this Agreement shall be borne by the JV Company. *.* Notices: All notices, statements and such other documents and materials that either Party hereto is required to or may desire to serve upon the other Parties shall be in writing and set by both registered post and e-mail to the following addresses: To DEWAN : Address: [●] Email: [●] To NEW WAVE : Address: [●] Email: [●] To JV Company : Address: [●] Email: [●] *.* Severability: If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In such case, the Parties shall forthwith enter into good faith negotiations to amend the provisions rendered void, illegal or enforceable in such a way that, as an amended provision, it is valid and legal and to the maximum extent possible carries out the original intent of the Parties as reflected herein with respect to the matter in question. *.* Assignment: This Agreement and all rights and obligations hereunder, are personal to the Parties and neither of them shall assign or transfer all or any part of their rights and obligations under this Agreement without prior written consent of the other Parties. *.* No Partnership or Agency: Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or establish a relationship of principal or agent or any other relationship of a similar nature between the Parties except as provided herein. *.* Amendments, Waivers and Consents: Any provision of this Agreement may be amended by mutual agreement of the Parties in writing. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given. *.* Equitable Remedies: Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge and agree that damages may not be an adequate remedy for a breach or threatened breach of any obligation under the Agreement and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision. *.* Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all previous agreements (whether oral or written) relating thereto. *.* Counterparts: This Agreement may be executed in any number of counterparts, which when taken together shall constitute one and the same instrument.   IN WITNESS WHEREOF, the Parties have entered into this Agreement, which is signed by its duly authorized representatives. FOR NEW WAVE CAPITAL INVESTMENT, INC. Name: Designation: Date: Place: FOR DEWAN INDIA Name: Designation: Date: Place: FOR MACCABEE INDIA PRIVATE LIMITED Name: Designation: Date: Place:   SCHEDULE I - BUSINESS OF THE JV COMPANY *. To carry the business of manufacturing and supply foldable chairs in India; and *. To establish manufacturing facilities and to manufacture, repair, maintain, prepare, produce, fabricate, assemble, alter, buy, sell, import, export, develop design, lease, hire, let on hire, and to act as trader, agent, broker, vender, consultant, collaborator and consigner of any and all types of foldable chairs and related plant and machinery, implements, components and parts, equipment, instruments, accessories, tools, tackles, materials, substances, goods or things of any descriptions, specifications, characteristics and applications.   SCHEDULE II - RESERVED MATTERS *. Mergers, demerger, restructurings, arrangements, amalgamations, consolidations and divestments of JV Company including its subsidiaries; *. Acquisition of new businesses (by way of share sale, business transfer, slump sale, asset sale or any other mode of acquiring a business), creation of joint ventures/ partnerships, creation of a subsidiary or closure of an existing business or commencement of any business beyond the purview of the annual Business Plan of the JV Company; *. Appointment, revision in terms of appointment, powers and responsibilities of key managerial persons; *. Appointment/change/rotation of statutory auditors and/or internal auditors of the JV Company; *. Sale, transfer, encumbrance of any asset of value more than INR [●] (Indian Rupees [●] only) of the JV Company; *. Any change in accounting policy of JV Company; *. Appointment of statutory auditors of the JV Company; *. Entering into any related party transactions between JV Company and its promoters, Shareholders, Directors or their relatives or Affiliates; *. Change in constitution of the Board and/or committees of the Board; *. Investment in any entity or enterprise whether as debt, deposits, loans, advances, credit, debentures, equity or equity linked instruments or otherwise and acquisition of shares, assets, business, business organization or division of any other Person which in the aggregate exceeds INR [●] (Indian Rupees [●] only) in any Financial Year or which are not in the ordinary course of Business; and *. Any action that authorizes, creates, issues shares (which term shall for the purposes of these provisions, include any instrument convertible into shares) of any class or stock or reclassifies any outstanding shares into shares having any special rights or granting any Person any special rights or privileges in the JV Company. *. Significant variation (exceeding *%) in Business Plan as agreed between Parties. *. Approval of Accounts of the JV company.
Certainly! Here are some observations based on the provided Joint Venture (JV) Agreement:
Typographical and Format Errors:
*. **General Formatting**:
- Ensure consistency in spacing, especially after punctuation marks (e.g., commas, periods).
- The bullet points in the schedules should be uniformly formatted.
*. **Punctuation**:
- Inconsistent use of commas and semicolons in clauses.
- Missing commas in introductory phrases (e.g., "In this Agreement").
*. **Bracket Placeholders**:
- The placeholders [●] should be appropriately filled or instructions should be provided to the parties to fill them.
Clauses Observations:
*. **Definitions**:
- Clause *.*: The semicolon after "Encumbrances" should be removed.
- Clause *.*: Missing period at the end.
*. **Objective and Scope of the Agreement**:
- Clause *.*: "Investment amount" should be consistent with other references to investment or capital.
*. **Share Capital and Shareholding**:
- Clause *.*: The table formatting appears inconsistent. Ensure proper alignment and spacing.
*. **Board of Directors and Board Proceedings**:
- Clause
my client is new wave , review the JV Agreement from the point of view of them , JOINT VENTURE AGREEMENT This Joint Venture Agreement is made and executed on this [●] day of [●], * (“Execution Date”) BY AND BETWEEN [DEWAN INDIA], a [●]partnership firm, , having Permanent Account Number (PAN) [●] and having its office at [●],Plot No. J-*, Phase-*, Moradabad Special Economic Zone, Pakbara Dingarpur Road, Moradabad, Uttar Pradesh – * represented by its authorized signatory Mr. Surender GandhiMx. [●] (hereinafter referred to as “DEWAN”, which expression shall be deemed to mean and include its sduccessorssuccessors and assignees); AND NEW WAVE CAPITAL INVESTMENT, INC., a company incorporated under the laws of California and having its office at [●] , represented by its authorized signatory Mx. [●] (hereinafter referred to as “NEW WAVE”, which expression shall be deemed to mean and include its successors and assignees); AND MACCABEE INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, *, bearing Corporate Identification Number (CIN): [●]U31009UP2024PTC204865 and having its registered office at [●]M/S DEWAN & SONS, LAKRI FAZALPUR MINI BYPASS, Moradabad, Uttar Pradesh - * (hereinafter referred to as the “JV Company”, which expression shall be deemed to mean and include its successors and assignees). (DEWAN, NEW WAVE and the JV Company are hereinafter collectively referred to as “Parties” and individually referred to as “Party”). WHEREAS: A. DEWAN is engaged in the business of manufacture of products such as foldable chairs and other furniture in India. B. NEW WAVE is incorporated in California and is engaged in the business of [●]. C. DEWAN and NEW WAVE have been negotiating possible joint venture opportunities and have decided to enter into a joint venture relationship for carrying on the Business (as defined later). Accordingly, DEWAN and NEW WAVE hasve incorporated the JV Company jointly. D. The Parties wish to enter into this Agreement to record their respective rights and obligations and to mutually agree on the management of the JV Company and the conduct of its Business. NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AND THIS AGREEMENT WITNESSETH AS UNDER: *. DEFINITIONS In this Agreement, except to the extent that the context requires otherwise, the following terms shall have the meanings set forth below: *.* “Act” shall mean the Companies Act, * for the time being in force and any subsequent amendment thereto or any other succeeding enactment; *.* “Affiliate” with respect to: (a) a corporation, partnership, association, trust, or any other entity, means any Person who, Controls, is Controlled by or is under common Control with such Person, including, any general partner, officer or director of such Person, and with respect to (b) an individual, means a relative of such individual and a Person who is Controlled by or is under common Control with such individual; *.* “Agreement” shall mean this Joint Venture Agreement as from time to time amended, supplemented or replaced and any document which amends, supplements, or replaces this Agreement, together with the recitals and all the Schedules attached hereto; *.* “Applicable Law” shall mean all applicable statutes, rules, bye-laws, regulations, notifications, guidelines, policies, judgment, decree, consents, orders or any similar form of decision of, or determination by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the Execution Date or at any time thereafter; *.* “Articles of Association” shall mean the Articles of Association of the JV Company, as amended or restated from time to time; *.* “Board” shall mean the board of Directors of the JV Company; *.* “Business Day” shall mean any day on which commercial banks are open for business in [MumbaiMoradabad, India and La Verne, California] and [La Verne, California]; ; *.* “Business Plan” shall mean the financial and operational plan of the JV Company formulated by the Parties; *.* “Business” shall mean the main objects of the JV Company defined in the Memorandum of Association of the JV Company as set out in Schedule I hereto; “Competitor” shall mean any Person engaged in a line of business that competes with the Business carried out by the JV Company, NEW WAVE and/or its Affiliates; and DEWAN and/or its Affiliatesaffilates; *.* *.* “Confidential Information” shall mean all information or material disclosed by one Party to the other Party, directly or indirectly, in writing, orally or by inspection of tangible objects (including documents, e-mails), irrespective of whether it is marked “confidential” or not. Confidential Information shall include the disclosing Party’s non-public corporate, financial, legal and employee information, business model, business ideas, corporate plans, strategies, business forecasts and competitive analysis, customer names and prospective customer names, investor information and all information concerning suppliers, business, trade secrets, business ideas and Intellectual Property. Exceptions to Confidential Information shall include information i) generally available in the public domain prior to disclosure thereof; ii) already in the possession of the other Party at the time of disclosure; iii) independently developed by the other Party without reference to the Confidential Information provided by the disclosing Party; and iv) required to be disclosed by the other Party under Applicable Law; *.* “Control” (including, with its correlative meanings, the terms “Controlled by” or “Controlling”) with respect to any Person, shall mean the power to direct the management or policies of a Person, whether through the ownership of over *% (fifty percent) of the voting power of such Person, or through the power to appoint over half of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise; *.*.* “Charter Documents” mean the Memorandum of Association and Articles of Association of the JV Company collectively; *.*.* “Director(s)” shall mean the directors appointed on the Board from time to time in accordance with the Articles of Association and this Agreement; *.*.* “Encumbrances”; shall mean, as the case may be, (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, (ii) any voting agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any Person, and/or (iii) any adverse claim as to title, possession or use, and any agreement or arrangement in respect of any of the aforesaid, whether imposed by contract, understanding or Applicable Law, save and except for any present or future arrangements/ understandings between the Parties which shall not be construed as an encumbrance; *.*.* “Financial Year” shall mean the period of * (twelve) months commencing on 1st April of a calendar year and ending on 31st March of the following calendar year; *.*.* “General Meeting” shall mean an annual general meeting or an extra-ordinary general meeting of the Shareholders, convened and held in accordance with the Act and the Articles of Association; *.*.* “Governmental Authority” shall mean any statutory or governmental authority, or department, government company, agency, commission, board, tribunal or public body, including courts of competent jurisdiction, arbitrator, the Reserve Bank of India, or any other instrumentality of the Republic of India or elsewhere, as the context may indicate, which is authorised to make laws, rules or regulations or pass directions having or purporting to have jurisdiction in the Republic of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof and any authority exercising powers conferred by law; *.*.* “Industry Know-How” means any Intellectual Property or knowledge which, although not generally known, is determinable or discoverable by study of industry data or gained through experience in performing services in the industry, including, without limitation, industry information previously developed by DEWAN or NEW WAVE, or developed pursuant to this Agreement or used to create any product for the JV Company; *.*.* “IP" or "Intellectual Property” means all forms of intellectual property rights and all analogous rights subsisting/recognised under the laws of India or any other jurisdiction and shall include without limitation any product or process of the human intellect whether registrable as patents, trademarks, copyrights, designs or otherwise, such as an invention, expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process or presentation, registration of and applications to register any of the aforesaid items; *.*.* “JV Company IP” shall mean all intellectual property (tangible or intangible) created or developed by the JV Company or commissioned by the JV Company from any other person other than Licensed Technology; *.*.* “Losses” shall mean and include all direct losses, claims, reasonable costs, and damages, including interests and penalties with respect thereto and reasonable out-of-pocket expenses, including reasonable attorneys' fees and disbursements, but excluding indirect, consequential or exemplary costs and damages; *.*.* “Memorandum of Association” shall mean the memorandum of association of the JV Company and as amended or restated from time to time; *.*.* “Person” shall mean any individual, proprietorship, company, partnership (whether limited or unlimited), trust or other body (whether incorporated or not), Hindu undivided family, union or association, and shall include their respective successors and in case of an individual shall include his/her heirs, legal representatives, administrators and executors and in case of a trust shall include the trustee/s for the time being; *.*.* “Reserved Matters” shall mean the matters specified in Schedule II hereto read together with Clause * of this Agreement; *.*.* “Shareholders” shall mean any Person holding Shares of the JV Company; *.*.* “Shares” shall mean the equity shares forming part of the paid-up capital of the JV Company; *.*.* “Subscription Price” shall mean the sum of INR *,*,* (Indian Rupees OneTwo Lakh Hundred Thousand only) paid by NEW WAVE and DEWAN in the proportion of *:* towards the subscription of Subscription Shares; *.*.* “Subscription Shares” shall mean TenTwenty Thousand Equity Shares of the JV Company to be issued to NEW WAVE and DEWAN in the proportion of *:*; *.*.* “NEW WAVE IP” shall mean all Intellectual Property or Confidential Information (other than Industry Know-How) of NEW WAVE, as the case may be, which includes, without limitation, any invention, patent or application for a patent, design (registered or unregistered), trademark (registered or unregistered), trade name, copyright (including future copyright), trade secret, proprietary information or other intellectual property right in respect of any data, information, process, work, material or method; *.* “DEWAN IP” shall mean all Intellectual Property or Confidential Information (other than Industry Know-How) of DEWAN, as the case may be, which includes, without limitation, any invention, patent or application for a patent, design (registered or unregistered), trademark (registered or unregistered), trade name, copyright (including future copyright), trade secret, proprietary information or other intellectual property right in respect of any data, information, process, work, material or method *.*.* “Transfer” (including with correlative meaning, the terms “Transferred” and “Transferability”) shall mean to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation of law or in any other way subject to any Encumbrance or disposal thereof, whether or not voluntarily; *.*.* “Warranties” shall mean representations and warranties as stated in Clause * of this Agreement. *. OBJECTIVE AND SCOPE OF THE AGREEMENT *.* The Parties hereby agree that the purpose of the JV Company shall be to carry on the Business. The use of the investment amount by the JV Company shall be towards (i) the costs involved in the initial setup of the JV Company; (ii) funding the working capital requirements of the JV Company; and (iii) any other purpose as may be mutually agreed between the Parties. *.* At the discretion of the Board and subject to compliance with Applicable Law and the obtaining of requisite approvals from relevant Governmental Authorities, where applicable, other business may also be carried on by the JV Company. *.*.* The Parties agree that the Charter Documents shall, to the extent permissible under Applicable Law, incorporate the provisions of this Agreement. To the extent that the Charter Documents are inconsistent with this Agreement, the Shareholders undertake to amend and restate the Charter Documents within 60 days of the Execution Date. *. SHARE CAPITAL AND SHAREHOLDING *.* The JV Company shall has been incorporated with an initial authorised share capital of INR *,*,* (Indian Rupees OneFive Million only) divided into *,* (OneTwoFive Hundred Thousand) Shares of INR * (Ten) each. The paid-up share capital shall be INR *,* (Indian Rupees OneTwo Hundred Thousand only) comprising the Subscription Shares. The shareholding percentage is set out in the table below: Party No. of Subscription Shares Shareholding percentage NEW WAVE *,* *% DEWAN *,* *% TOTAL *,* *% *.* NEW WAVE shall subscribe to *,* (Ten Thousand) Subscription Shares having total face value of INR *,* (Indian Rupees One Hundred Thousand) within 45 days of the Execution Date. DEWAN shall assist with all corporate actions and secretarial compliances to enable NEW WAVE to subscribe to the Subscription Shares. *.*.* All Shares shall carry equal voting rights and rank pari-passu in all respects. The rights and obligations attached to the Shares and other characteristics of the Shares shall be governed by the Memorandum of Association, the Articles of Association and by this Agreement. *. REPRESENTATIONS AND WARRANTIES OF THE PARTIES *.* Representations & Warranties: Each Party represents and warrants to the other Party that: *.*.* It has been duly incorporatedregistered and is validly existing under Applicable Law, with all necessary corporate power and authority to enter into, perform this Agreement and all agreements executed or which are to be executed in pursuance hereof, in accordance with Applicable Law. *.*.* This Agreement constitutes a valid and legally binding obligation of each Party, enforceable against it in accordance with its terms. *.*.* The execution and delivery of this Agreement and performance of the transactions contemplated by this Agreement will not conflict with or violate the (a) constitutional documents of such Party; (b) any Applicable Law; and (c) conflict with any agreement, instrument, document or obligation to which it is a party. If any provisions of this agreement conflicts or violate the (a) constitutional documents of such Party; (b) any Applicable Law; and (c) conflict with any agreement, instrument, document or obligation to which it is a party, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either Party to the other and the remainder of this Agreement shall be valid and binding and of like effect as though such provision was not included herein *.*.* The Party is not insolvent/bankrupt or unable to pay its debts (in accordance with Applicable Law) and no Person has taken any action nor, as far as it is aware, have any steps been taken or legal proceedings been started or so far as it is aware, threatened against the Party for the enforcement of any Encumbrance over any material part of its assets. *.*.* There is no action, suit, proceeding, inquiry or investigation before or brought by any court or Governmental Authority or any arbitration proceeding now pending, to the knowledge of the Party against or affecting the Party or any of its assets or properties. *.*.* Each Party acknowledges that the other Party has entered into this Agreement relying on the Warranties being true, complete and correct in all respects as on the Execution Date. *.*.* DEWAN and NEW WAVE represent that they have adequate resources to pay the Subscription Price and render services to the JV Company in accordance with the terms of this Agreement. *.*.* Each Warranty shall be separate and independent and shall not be limited by reference to any other provision of this Agreement. *. FINANCING OPTIONS *.* Rights Issue: If after the issue of the Subscription Shares the Board decides to issue further Shares to finance the Business requirements of the JV Company, such further Shares shall be offered (“Offer”) to the existing Shareholders in their shareholding proportion, as nearly as circumstances admit, as on the date of Offer (“Rights Issue”). The Offer shall be made by notice specifying the number of Shares offered and limiting a time not less than * (fifteen) upto * (thirty) days from the date of Offer within which the Offer, if not accepted, will be deemed to have been declined. The Offer shall also include a right exercisable by the Shareholder to renounce the Shares offered to him pursuant to the Rights Issue in favour of any other Shareholder or Affiliate. Loans: In the event of working capital requirements in respect of the Business of the JV Company, such requirements can be met by borrowings from financial institutions/commercial banks on the most favourable terms as regards interest, repayment and security, or as otherwise agreed by the Shareholders. The Parties hereby expressly agree that no financial assistance shall be accepted in excess of INR [●] (Indian Rupees [●] only) and/or on terms which include a right to nominate a person on the Board of JV Company and/or to agree to terms of loans that gives the lender of such loans the right to convert such loans into Shares of the JV Company or any other terms which are at variance with the provisions of this Agreement without the prior written consent of both Parties. *.* Guarantees: No Shareholder shall be obliged to provide any guarantee or security for any indebtedness of the JV Company unless otherwise agreed unanimously by both the Shareholders, in which case both the Shareholders shall provide such guarantee or security to the extent required by the relevant bank or the financial institution, in proportion to their then shareholding in the JV Company. The aggregate liability of a Shareholder under any such guarantee or security shall be in the same proportion to its shareholding in the JV Company and shall not exceed its shareholding at the time the guarantee or security is given. *. BOARD OF DIRECTORS AND BOARD PROCEEDINGS *.* Strength of the Board: Unless otherwise agreed between the Parties, the Board shall consist of * (three4 (Four ) Directors comprising of the nominee Directors appointed by the Parties respectively in the following manner: Party Nominee Director appointed by such Party NEW WAVE Mx. [●] Mx. [●] DEWAN Mrx. [●]Surender Gandhi Mrx. [●]Joginder Gandhi *.* Retirement and Re-appointment of Directors: Subject to compliance with Applicable Law, all the Directors of the JV Company shall be non-retiring and executive and shall not be required to hold any qualification shares. All non-retiring Directors shall be appointed, removed and replaced at any time and from time to time by a notice to the JV Company in writing by the concerned Party which initially appointed such Directors,addressed to the JV Company and such appointment, removal and replacement shall be effective from the time mentioned in the said notice or from the time of its receipt by the JV Company, whichever is later. *.* Resident Director: The Director nominated by DEWAN shall be resident in India. *.* Remuneration of Directors: The Directors appointed by the Shareholders shall be paid a monthly remuneration not exceeding INR [●] (Indian Rupees [●] only) . The Directors may receive reimbursement for reasonable and necessary expenses in the regular course of Business such as travelling, attending seminars, conferences and participation in events at actuals upon the production of documentation substantiating such expenses and subject to such expenses being approved in advance by the Board . The said remuneration shall commence from the date mutually agreed between the Parties and subject to revision as approved by the Board. *.* Removal of Director: In the event the concerned Party wishes to remove a Director who has been elected as its nominee, the other Party hereto shall vote for such removal. In the event a vacancy in the office of a Director is caused by the death, retirement or removal of a Director, the same shall be filled by appointing the nominee of the concerned Party whose nominee the deceased, retiring or removed Director was. *.* Chairman of the JV Company: The Board of Directors shall have * (one) Chairman (“Chairman”), who shall be nominated or appointed by NEW WAVE. DEWANunanimously approved by all Directors on the Board. The Chairman shall exercise the functions in accordance with the provisions set forth in this Agreement, the Articles of Association and the resolutions of the Board. Whenever the Chairman of the JV Company is unable to exercise his/her functions for any reason, he/she shall authorize another Director to represent the Chairman until the Chairman resumes his/her functions, or until a successor is appointed and who may be removed at the sole discretion of NEW WAVEDEWANunanimously approved by all Directors on the Board . *.* Indemnity: The JV Company shall indemnify each Director against all claims and liabilities incurred by reason of him/her being a Director of the JV Company, provided that the Director’s acts or omissions giving rise to such claims or liabilities do not constitute intentional misconduct or gross negligence or a deliberate violation under Applicable Laws. *.* Directors Liability Insurance: The JV Company may obtain directors liability insurance for its Directors for an amount and on such terms as may be decided by the Board. *.* Voting: All resolutions of the Board at a meeting or adjourned meeting of the Directors shall be adopted by a simple majority vote of the Directors present and voting. At every Board meeting, each Director shall be entitled to exercise * (one) vote each. The Chairman shall have second or casting vote in the matter where the number of Directors present and voting in favour of the proposed resolution is equal to the number of Directors who are in disagreement with the proposed resolution. *.* Number of Board Meetings and Venue: The Board shall meet at least * (four) times in every calendar year and at least once in every calendar quarter. and gap between two board meetings should not exceed 120 days as required by Companies Act, *. Meetings of the Board shall be held at such place as the Board agrees from time to time. A Board meeting may also be held by teleconference or video conference. *.* Notice and agenda: At least * (seven) Business Days written notice or a shorter notice with the consent of the majority of the Directors shall be given to each of the Directors in respect of each meeting of the Board, in a manner compliant with the Act. The notice of Board Meeting shall be accompanied by an agenda specifying the matters to be discussed and all necessary written information, including the date, time and agenda for such meeting. Such notice period shall not apply in the case of an adjourned meeting of the Board, provided that, such adjourned meeting of the Board does not consider any new matter not on the agenda of the original meeting of the Board. The Parties agree that the minutes of each meeting of the Board shall be signed by the Chairman and circulated to all Directors of the Board and entered into the minutes book forthwith. *.* Quorum for the Board Meetings: Subject to the provisions of the Act, quorum shall be * (threetwo) Directors or */* (one third) of the strength of the Board, whichever is higher, present at the commencement of and throughout the meeting. If a quorum is not present within * (thirty) minutes of the scheduled time for any meeting of the Board or ceases to exist at any time during the meeting, then the meeting shall be adjourned, for a period determined by the Chairman, which period shall not be higher than * (three) days provided the agenda remains unchanged. *.* Circular Resolutions: The Board may act by written resolution, or in any other legally permissible manner, on any matter hereof and except for matters, which by Applicable Law may only be acted upon at a meeting. Subject to any restrictions imposed by Applicable Law, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of Directors. *. SHAREHOLDERS MEETINGS *.* General Meetings: An annual general meeting of the Shareholders of the JV Company shall be held within such period as provided under the Act and after providing at least * (twenty one) days' prior notice. The general meetings of the Shareholders can be held at a shorter notice, with the consent of the Shareholders. *.* Quorum for General Meetings: The quorum for the General Meeting of the JV Company shall be as prescribed under the Act. If a quorum is not present within * (thirty) minutes of the scheduled time for any General Meeting or ceases to exist at any time during the meeting, then the General Meeting shall be adjourned, to the same day, place and time in the next succeeding week provided that the agenda for such adjourned General Meeting shall remain unchanged. *.* Voting: The voting rights of DEWAN and NEW WAVE in General Meetings shall be proportionate to the number of Shares held by them in the JV Company. *.* The Chairman of the Board shall be the Chairman for all General Meetings. The Chairman of a General Meeting will not have second or casting vote. *.* The provisions of Clauses *.*, *.*, *.* and *.* shall apply, mutatis mutandis, to meetings of any class of Shareholders of the JV Company. *.*. RESERVED MATTERS *.*.* No action, omission or decision relating to any of the Reserved Matters as set forth in Schedule II hereof, shall be taken (whether by the Board (either at a duly convened meeting or by means of a circular resolution), the Shareholders of the JV Company, or any of the employees, officers or managers of the JV Company , unless the affirmative vote of at least * (one) Nominee Director of DEWAN and * (one) Nominee Director of NEW WAVE (or that of DEWAN and NEW WAVE in the case of decisions requiring shareholder approval) is obtained for such action, omission or decision. *.*. MANAGEMENT OF JV COMPANY *.*.* Subject to the provisions of this Agreement, Articles of Association and the general supervision of the Board, DEWAN and its representatives shall be responsible for the management, supervision, direction and control of the JV Company. The Board may delegate its powers to such Persons and such committees that it may create to assist it in its Business strategy and objectives in terms of this Agreement. *.*.* The Shareholders & Directors shall in all cases act (and shall ensure that any delegate so acts) in the best interests of the JV Company and shall carry out (and shall ensure that any delegate so carries out) its their duties to the best of its their abilities and in accordance with sound corporate management practice and the highest ethical and professional standards. The Shareholders shall cooperate with each other and shall provide all reasonable assistance and instructions, authorization and information as is necessary to enable them to perform their duties in accordance with this Agreement, Articles of Association and Applicable Law. *.*.* Subject to the supervision, direction and control of the Board and Shareholders, the JV Company shall appoint/engage such employees or consultants as may be necessary to carry on the Business efficiently. The JV Company will have full authority over the lawful hiring and dismissal of its employees. The employees of the JV Company will be hired from wherever the JV Company can find the most suitably qualified people. *.*. FINANCIAL AFFAIRS, ACCOUNTING, AUDIT AND REPORTING *.*.* Taxes: The JV Company shall ensure compliance with the applicable tax laws and pay taxes in accordance with Applicable Laws. *.* *.* Accounting: The JV Company shall adopt the internationally used accrual basis and debit and credit accounting system and maintain books of accounts in compliance withstandards as prescribed by the Applicable Law.Companies Act, * and the Rrules made thereunder. *.*.* Statutory Auditors: The JV Company shall appoint the statutory auditors of repute. No statutory auditors will continue to perform the statutory audit for more then * (three) than * (Five) consecutive Financial Years. *.*.* Reporting: The JV Company shall promptly furnish to DEWAN and NEW WAVE, the following: a. Monthly reports, within * (fifteen) days following the end of each month containing an income statement and a cash flow statement for the previous month of operations of the JV Company; b. Board approved quarterly performance reports of the JV Company, within * (fifteen) days following the end of each quarter; c. Board approved half-yearly and audited annual financial statements and management accounts prepared in accordance with India’s generally applicable accounting standards, within * (ninety) days following the end of the relevant half year or Financial Year as applicable; d. Board approved half-yearly budgets (financial and Business) of the JV Company; and e. Such other Business/operations related reports and information, as may be sought by DEWAN and NEW WAVE, from time to time. DEWAN shall be responsible to ensure that the above mentioned reports, statements and budgets are prepared in a timely manner. *.* *.* FromOn and after DecemberApril * *, *, as soon as practicable following the end of each annual calendar periodFinancial Year (a "Distribution Period"), the Board shall calculate the amount of net distributable income after tax (“Distributable Fund”), if any, for such period. No less than *% of the amount of Distributable Funds, if any, for such period shall be distributed to the shareholders (a "Mandatory Distribution") within 20 days following the completion of the JV Company's annual audit and at such other times as determined by the Board in accordance with the percentages of the shareholder’s respective ownership. *.*. RESPONSIBILITIES OF DEWAN AND NEW WAVE *.*.* Responsibilities of DEWAN: *.*.*.*.* Supply of Products: DEWAN shall be responsible for the manufacturing of the products by the JV Company and will ensure that products are of high quality and meet specification as mutually agreed between the Parties. *.*.*.*.* Product Availability: DEWAN shall make its best efforts regarding availability of the products by the JV Company, including but not limited to all requirements pertaining to the export of such products for sale outside India and shall ensure compliance with Applicable Laws relating to manufacturing and supply of such products by the JV Company. *.*.*.*.* Product Quality: DEWAN shall ensure that the products are as per the required international standards and there is no variation in the products sold in any other part of the world where DEWAN is supplying similar products. DEWAN shall comply and ensure that JV Company complies with Applicable Law for the research, manufacture, procurement and export of the products. *.*.* Responsibilities of NEW WAVE: *.*.*.*.* Customer Acquisition: NEW WAVE shall acquire customers in the United States to whom the products manufactured by the JV Company will be supplied. *.*.*.*.* Product Research: NEW WAVE shall carry out research so as to enhance and better the quality of the products and to develop other new products to compete in the market. *.*.*.*.* Marketing: NEW WAVE shall dedicate sufficient time and resources in marketing/promoting the products through various means of marketing. *.*.*.*.* Business Guidance: NEW WAVE shall provide business guidance to the JV Company by ensuring representatives to be available on request by the JV Company, for meetings with the JV Company’s key management staff and DEWAN, as and when required, as mutually agreed between the DEWAN, NEW WAVE and the JV Company, to discuss about the business initiatives and forecast for the JV Company. *.*. TERRITORY *.*.* The Parties to this Agreement mutually agree that the Business of the JV Company shall be operational only within the geographical territory of India [●] (“Territory”). *.*. TRANSFER OF SHARES *.* DEWAN and NEW WAVE shall not Transfer nor attempt to Transfer, directly or indirectly, any Shares or any right, title or interest therein or thereto or create an Encumbrance except in the manner given belowprovided in this Clause *. The Parties acknowledge that creation of any Encumbrance on any Shares or any interest therein, which is in violation of this Agreement shall be null and void ab initio and no such Transfer shall be recorded in the JV Company’s books and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall be treated) as the owner of such Shares for all purposes and the Parties shall do all acts, deeds or things to prevent such Transfer from being given effect to. . *.*.* Lock-in Period: From the issue of the Shares till the expiry of * (three) years from the date of issue (“Lock-in Period”), DEWAN and NEW WAVE shall not be entitled to Transfer or create any Encumbrance on any of the Shares held by them and/or any interest therein in any manner whatsoever, except the pledge of unless Shares are pledged as required by a in favor of a financial institution as collateral in connection with a business loan of the JV Companyavailed by a Shareholder in its ordinary course of business. *.*.* Right of First Refusal on Transfer by DEWAN or NEW WAVE: *.*.*.*.* If at any time after the execution of this Agreement, DEWAN or NEW WAVE propose to sell/Transfer all or any of its Shares (“Sale Shares”) in the JV Company to any third party (“Proposed Transferee”), the Party intending to sell/Transfer Sale Shares (“Selling Party”) shall disclose the identity and the offer of the Proposed Transferee to the other Party and offer the Sale Shares to the other Party, on the same price and on the same terms as offered by such Proposed Transferee (“Sale Notice”). The other Party shall have the option to exercise their right of first refusal within * (thirty) Business Days (“Exercise Period”) from the receipt of the Sale Notice from the Selling Party and to purchase the Sale Shares on the same price and on the same terms as contained in the Sale Notice. In the event of the other Party declining to purchase the Sale Shares so offered or not responding to the Sale Notice within the Exercise Period, the Selling Party shall be entitled to sell the Sale Shares to the Proposed Transferee at the same price and on the same terms and conditions as disclosed to the other Party in the Sale Notice. *.*.*.*.* Notwithstanding any provision contained in this Agreement, the Selling Party shall not Transfer the Sale Shares to any Competitor of the JV Company unless mutually agreed otherwise by the Shareholders. *.*. LIQUIDATION OF JV COMPANY Subject to the Board’s approval, in the event of a dissolution or winding up of the operations pertaining to the Business of the JV Company, the payments upon liquidation of the JV Company shall be carried out in the following order: *.*.* In the event of JV Company product returns by the customer, the JV Company shall ensure refunds, if any, be paid to such customers; *.*.* Any funds remaining with the JV Company, subsequent to fulfilling of obligations under Clauses *.* shall be utilized to provide pro-rata distributions to the existing Shareholders of the JV Company as per Applicable Law. *.*. COMPETING BUSINESS *.*.* The Parties undertake, that during the term of this Agreement and for a period of * (three) years thereafter, DEWAN and NEW WAVE or any of its Affiliates shall not, at any time and in any manner whatsoever, either by itself or by way of any tie-up or joint venture or any arrangement with a third party, enter into or carry on any business similar to that of the JV Company in the Territory, unless with the prior written consent of the other Party unless with the prior written consent of NEW WAVE. *.*. TERMINATION *.*.* This Agreement shall terminate on the earlier occurrence of the following events: *.*.*.*.* By the written consent of the Parties; *.*.*.*.* Upon occurrence of events including without limitation, merger or consolidation, which gives Control of the JV Company to any third party; *.*.*.*.* In the event the JV Company becomes the subject of a voluntary/involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors or any resolution is passed for winding up of the JV Company. *.*.* Consequences of Termination: Upon termination of this Agreement: *.*.*.*.* All obligations of the Parties shall cease with effect from the date of termination of this Agreement. *.*.*.*.* The termination of this Agreement in any of the aforesaid circumstances shall not in any way affect or prejudice any right accrued to any Party against the other Party, prior to such termination. *.*.*.*.* Clause * (Indemnity), Clause * (Confidential Information), Clause * (Intellectual Property), Clause * (Dispute Resolution), Clause * (Governing law and jurisdiction), Clause *.* (Notices) and this Clause *.*.* shall survive the termination of this Agreement for any reason whatsoever. *.*. INDEMNITY *.*.* Each Party shall defend and hold harmless (“Indemnifying Party”) the other Party and the JV Company along with its directors, officers, advisors, employees, Affiliates (each an “Indemnified Party”), from and against any and all Losses, actually incurred or suffered, by the Indemnified Parties including third party claims and any reasonable attorneys’ fees, arising out of or in connection with (each a “Claim”): a) any misrepresentation, failure or any breach of its Warranties under this Agreement; and/or b) any default and/or breach of any undertaking, obligation, condition or covenant of the Indemnifying Party under this Agreement. *.*.* Conduct of Third Party Claims: If a Claim arises as a result of, or in connection with, a liability or alleged liability to a third party, which may or may not have been settled between such third party and the Indemnified Party (“Third Party Claim”), then the Indemnifying Party may, in consultation with the Indemnified Party, decide to commence proceedings on the following terms: a) the Indemnified Party shall make available to the Indemnifying Party and its representatives all such information as the Indemnifying Party may reasonably require for assessing, contesting, appealing or compromising the Third Party Claim; b) the Indemnified Party shall take such action to contest, appeal or compromise the Third Party Claim as may be agreed between the Indemnified Party and the Indemnifying Party. The Indemnified Party shall not make any admission of liability, agreement, settlement or compromise in relation to the Third Party Claim without the express approval of the Indemnifying Party; c) the Parties shall keep the Indemnified Party promptly informed of the progress of the Third Party Claim and provide the Indemnified Party with copies of all relevant documents and such other information in its possession as may be requested by the Indemnified Party; and d) the Indemnified Party may appear in any proceeding relating to a Third Party Claim, and participate in the defense thereof, with their own counsel, provided that that the Parties shall not be required to indemnify the attorney’s fees of more than one counsel for the Indemnified Parties relating to a given Third Party Claim. *.* If any claim arises on account of the quality of or defect in the products supplied by the JV Company to its customers, then DEWAN undertakes to indemnify NEW WAVE and the JV Company along with its directors, officers, advisors, employees and Affiliates against any such claims by the customer(s). *.*. CONFIDENTIAL INFORMATION *.* Without the prior written consent of the other Shareholder or the JV Company, as the case may be, in its sole discretion, each Shareholder and the JV Company undertakes that it shall not (i) disclose, communicate, share, make available or provide access to (“Disclose”) any Persons other than its and its Affiliates, directors, officers, managers, partners, members, employees, agents, legal, financial and professional advisors and bankers (collectively, “Representatives”) on a “need to know” basis, or (ii) use for purposes other than to perform its obligations under this Agreement, any Confidential Information of any Party or its Affiliates Disclosed in connection with performance under this Agreement. *.* Each Party and the JV Company shall use their best endeavours to ensure that (a) its Representatives do not Disclose any such Confidential Information to any Person other than authorised Representatives and shall be liable to the other Party for any breach of the foregoing and (b) all of its Representatives who are not employees or are not bound by obligations of confidentiality enter into a written confidentiality agreement before any such Confidential Information is Disclosed to them. *.* Each Party shall ensure that any Confidential Information is treated with at least the same degree of care and diligence as it uses for its own confidential information. No announcements or disclosures concerning this Agreement, any Confidential Information or any acts performed by the Parties in pursuant to the Agreement shall be made by the Parties unless required by Applicable Law. *.*. INTELLECTUAL PROPERTY *.*.* Title to the JV Company IP: The JV Company shall be for all purposes the owner of the JV Company IP and all Intellectual Property rights therein. *.*.* Industry Know How: Upon providing the JV Company access to and use of Industry Know-How, the JV Company is granted by the providing Party a perpetual, unrestricted, transferable, assignable, irrevocable, worldwide, nonexclusive, royalty free license to distribute, reproduce, make derivative works of in any form or medium, whether now known or later developed, make, have made, use, sell, import and offer for sale or sublicense to others such rights (through multiple tiers of sub licensees). *.* DEWAN IP: Title to DEWAN IP provided by DEWAN to the JV Company under this Agreement shall be and shall remain in DEWAN or its Affiliate(s) who licensed the Intellectual Property. DEWAN IP that is Licensed Technology, shall be subject to the terms of such license. Except with respect to DEWAN IP that is Licensed Technology, upon providing the JV Company access to and use of such DEWAN IP, DEWAN grants to the JV Company, solely for use in the Business of the JV Company, a perpetual, irrevocable, worldwide, non-exclusive, royalty free license to (i) use, (ii) make derivative works of, (iii) in connection with deliverables of the JV, grant its sub-contractors access to and use of and a sublicense to such DEWAN IP, in each case in any form or medium, whether now known or later developed. *.*.* NEW WAVE IP: Title to NEW WAVE IP provided by NEW WAVE to the JV Company under this Agreement shall be and shall remain in NEW WAVE or its Affiliate(s) who licensed the Intellectual Property. NEW WAVE IP that is Licensed Technology, shall be subject to the terms of such license. Except with respect to NEW WAVE IP that is Licensed Technology, upon providing the JV Company access to and use of such NEW WAVE IP, NEW WAVE grants to the JV Company, solely for use in the Business of the JV Company, a perpetual, irrevocable, worldwide, non-exclusive, royalty free license to (i) use, (ii) make derivative works of, (iii) in connection with deliverables of the JV, grant its sub-contractors access to and use of and a sublicense to such NEW WAVE IP, in each case in any form or medium, whether now known or later developed. *.*. OWNERSHIP OF BRANDS *.* The Parties hereby mutually agree that the brand [●] which has been developed and is owned by NEW WAVE shall be licenced to the JV Company by way of a trademark license agreement to be executed between the JV Company and NEW WAVE. The JV Company shall not manufacture products bearing any other brand apart from [●]. *.*. DISPUTE RESOLUTION *.*.* In the event of any dispute or difference between the Parties in respect of or concerning or connected with the interpretation or implementation arising out of this Agreement or any provision hereof, or relating to the termination hereof (“Dispute”), such Dispute shall in the first instance be resolved amicably by representatives of the Parties. *.*.* If any Dispute as referred to hereinabove is not resolved within a period of * (ten) days from the date of reference for amicable resolution to the representatives of the Parties, then such Dispute shall be referred to arbitration by a sole arbitrator, mutually appointed by the Parties in accordance with the Arbitration and Conciliation Act, * and modification or reenactmentre-enactment thereof. The seat, place and venue of arbitration shall be [Mumbai]. MoradabadMumbai. The language of arbitration shall be English. Parties shall bear the costs of arbitral tribunal equally. The award of the arbitral tribunal, including any interim or partial award, shall be binding upon the Parties. *.*. GOVERNING LAW AND JURISDICTION *.*.* Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, without recourse to any conflict of law rules. *.*.* Jurisdiction: Subject to Clause * above, the competent courts of [Mumbai] Moradabad shall have the exclusive jurisdiction to try, entertain and dispose any Disputes arising out of this Agreement. *.*. MISCELLANEOUS *.*.* Costs: Except as otherwise agreed between the Parties, each of the Parties shall pay their own costs and expenses (including legal expenses) incurred in relation to the negotiations, preparation and execution of this Agreement. The stamp duty, if any, payable on this Agreement shall be borne by the JV Company. *.*.* Notices: All notices, statements and such other documents and materials that either Party hereto is required to or may desire to serve upon the other Parties shall be in writing and set by both registered post and e-mail to the following addresses: To DEWAN : Address: [●] Email: [●] To NEW WAVE : Address: [●] Email: [●] To JV Company : Address: [●] Email: [●] *.*.* Severability: If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In such case, the Parties shall forthwith enter into good faith negotiations to amend the provisions rendered void, illegal or enforceable in such a way that, as an amended provision, it is valid and legal and to the maximum extent possible carries out the original intent of the Parties as reflected herein with respect to the matter in question. *.*.* Assignment: This Agreement and all rights and obligations hereunder, are personal to the Parties and neither of them shall assign or transfer all or any part of their rights and obligations under this Agreement without prior written consent of the other Parties. *.*.* No Partnership or Agency: Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or establish a relationship of principal or agent or any other relationship of a similar nature between the Parties except as provided herein. *.*.* Amendments, Waivers and Consents: Any provision of this Agreement may be amended by mutual agreement of the Parties in writing. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given. *.*.* Equitable Remedies: Without prejudice to any other rights or remedies which a Party may have, the Parties acknowledge and agree that damages may not be an adequate remedy for a breach or threatened breach of any obligation under the Agreement and the remedies of injunction, specific performance and other equitable relief are appropriate for any threatened or actual breach of any such provision. *.*.* Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all previous agreements (whether oral or written) relating thereto. *.*.* Counterparts: This Agreement may be executed in any number of counterparts, which when taken together shall constitute one and the same instrument.   IN WITNESS WHEREOF, the Parties have entered into this Agreement, which is signed by its duly authorized representatives. FOR NEW WAVE CAPITAL INVESTMENT, INC. Name: Designation: Date: Place: FOR [DEWAN INDIA] Name: Designation: Date: Place: FOR MACCABEE INDIA PRIVATE LIMITED
Certainly! Here are some observations and suggestions based on the provided Joint Venture (JV) Agreement from the perspective of New Wave:
Typographical and Format Errors:
*. **General Formatting**:
- Ensure consistency in spacing, especially after punctuation marks (e.g., commas, periods).
- The bullet points in the schedules should be uniformly formatted.
*. **Punctuation**:
- Inconsistent use of commas and semicolons in clauses.
- Missing commas in introductory phrases (e.g., "In this Agreement").
*. **Bracket Placeholders**:
- The placeholders [●] should be appropriately filled or instructions should be provided to the parties to fill them.
Specific Clauses Observations:
*. **Definitions**:
- Clause *.*: The semicolon after "Encumbrances" should be removed.
- Clause *.*: Missing period at the end.
*. **Objective and Scope of the Agreement**:
- Clause *.*: "Investment amount" should be consistent with other references to investment or capital.
*. **Share Capital and Shareholding**:
- Clause *.*: The table formatting appears inconsistent. Ensure proper alignment and spacing.
*. **Board of
how is the chairman of a company appointed
In India, the appointment of the chairman of a company, particularly for a joint venture (JV) or a private limited company, follows specific legal and procedural steps as outlined in the Companies Act, *. Here are the key points:
- **Board Resolution**: The chairman is typically appointed by a resolution of the board of directors. This decision is made during a board meeting where a majority of directors must vote in favor of the appointment.
- **Articles of Association**: The company's Articles of Association (AOA) may specify the process for appointing the chairman. The AOA should be referred to ensure compliance with any specific provisions related to the appointment.
- **Eligibility**: The person appointed as chairman should be eligible as per the company's AOA and must not be disqualified under the Companies Act, *.
Could you please specify if you need information on the appointment process for a specific type of company or any other details?
what happens if there's a dispute regarding the appointment of the chairman
If there's a dispute regarding the appointment of a chairman in Karnataka, the following steps can be considered:
- **Refer to Articles of Association (AOA)**: Check the AOA for dispute resolution mechanisms.
- **Board Meeting**: Call a board meeting to discuss and resolve the issue.
- **Mediation**: Engage a neutral third party to mediate.
- **Court Intervention**: If unresolved, approach the jurisdictional court for legal resolution.
Would you like more details on any of these steps?
according to the companies act
Under the Companies Act, *, if there's a dispute regarding the appointment of the chairman, consider the following steps:
- **Refer to Articles of Association (AOA)**: Review the AOA for provisions on resolving such disputes.
- **Board Meeting**: Convene a board meeting to address and resolve the issue.
- **Mediation/Arbitration**: Engage in mediation or arbitration as specified in the AOA or shareholders' agreement.
- **Court Intervention**: If unresolved, file a petition with the National Company Law Tribunal (NCLT) for resolution.
Would you like more detailed information on any specific step?
yes i need the provisions
Certainly! Here are the relevant provisions of the Companies Act, *, regarding the resolution of disputes related to the appointment of a chairman:
*. **Articles of Association (AOA)**:
- Sections * and * of the Companies Act, *, allow a company to include provisions in its AOA concerning the appointment and resolution of disputes about the chairman.
*. **Board Meeting**:
- Section * mandates that a company must hold board meetings to discuss and resolve issues, including disputes regarding the appointment of the chairman.
*. **Mediation/Arbitration**:
- Section * of the Companies Act, *, and the Companies (Mediation and Conciliation) Rules, *, provide for mediation and conciliation as methods for dispute resolution.
- The AOA or shareholders' agreement may include clauses on arbitration under the Arbitration and Conciliation Act, *.
*. **Court Intervention**:
- Sections *-* allow shareholders to approach the National Company Law Tribunal (NCLT) for relief in cases of oppression and mismanagement, which may include disputes over the appointment of a chairman.
Would you like more detailed information on any specific provision or step?
Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit. *. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,— (a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first. (ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon. (iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. *. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate. (ii) The provisions of Articles (*) and (*) shall mutatis mutandis apply to debentures of the company. *. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. *. (i) The company may exercise the powers of paying commissions conferred by sub-section (*) of section *, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder. (ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (*) of section *. (iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section *, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. (ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question. *. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. *. Subject to the provisions of section *, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. check this and tell me if it talks about chairman anywhere
The provided text does not mention the appointment or role of a chairman. It primarily addresses the following topics:
*. **Control of Shares**:
- Directors' control over issuing, allotting, and disposing of shares.
*. **Share Certificates**:
- Entitlement for members to receive share certificates.
- Procedures for issuing new certificates in case of wear, defacement, or loss.
- Handling of joint shareholdings and issuance of certificates.
*. **Recognition of Shareholders**:
- The company's recognition of shareholders and their rights.
*. **Payment of Commissions**:
- The company's ability to pay commissions on shares.
*. **Variation of Share Rights**:
- Procedures for varying the rights attached to different classes of shares.
*. **Creation and Issuance of Further Shares**:
- Rights of holders of shares of any class issued with special rights.
*. **Preference Shares**:
- Issuance and redemption of preference shares.
Would you like information on how to include provisions about the appointment of a chairman in the articles or any other specific details?
Submission of Amendment Application in the compounding application for contraventions made by Continuserve Softech India Private Limited (“Company”) under the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, * (Notification No. FEMA */*-RB dated May *, *) (erstwhile provision) (“FEMA Regulations”) submitted online on August *, * and in physical mode at the RBI Branch office at Bengaluru (“RBI Bengaluru”) on August *, *.
For an Amendment Application submission regarding FEMA Regulations, the key steps and considerations are:
*. **Amendment Application**:
- Ensure the application addresses the specific contraventions and provides all necessary documentation.
- Submit the application online and in physical mode to the RBI Bengaluru office.
*. **FEMA Regulations Compliance**:
- Review the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, *, to ensure all aspects are covered.
*. **RBI Bengaluru Contact**:
- Phone: *-* *
- Address: Reserve Bank of India, Nrupathunga Road, Bengaluru, Karnataka *
- Website: https://www.rbi.org.in
Is there any specific aspect of the amendment application you need more information on?
give me a written letter for Submission of Amendment Application in the compounding application for contraventions made by Continuserve Softech India Private Limited (“Company”) under the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, * (Notification No. FEMA */*-RB dated May *, *) (erstwhile provision) (“FEMA Regulations”) submitted online on August *, * and in physical mode at the RBI Branch office at Bengaluru (“RBI Bengaluru”) on August *, *.
Here is a draft letter for the submission of the amendment application:
---
[Your Name]
[Your Position]
Continuserve Softech India Private Limited
[Company Address]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
August *, *
To,
The Chief General Manager,
Reserve Bank of India,
Nrupathunga Road,
Bengaluru, Karnataka *
Subject: Submission of Amendment Application in Compounding Application under FEMA Regulations
Dear Sir/Madam,
We are writing to submit an amendment application concerning the compounding application for contraventions made by Continuserve Softech India Private Limited (“Company”) under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, * (Notification No. FEMA */*-RB dated May *, *) (“FEMA Regulations”).
The original compounding application was submitted online on August *, *, and in physical mode at the RBI Branch office at Bengaluru on August *, *. This amendment application is being submitted to address [specific details of the amendment, if any].
Enclosed are the necessary documents
give me a revised application letter for this, Subject: Submission of Amendment Application in the compounding application for contraventions made by Continuserve Softech India Private Limited (“Company”) under the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, * (Notification No. FEMA */*-RB dated May *, *) (erstwhile provision) (“FEMA Regulations”) submitted online on August *, * and in physical mode at the RBI Branch office at Bengaluru (“RBI Bengaluru”) on August *, *. Dear Sir/ Madam, This is with respect to the subject matter mentioned above. We submitted our application for compounding on the PRAVAAH Portal on August *, * (Screenshot of submission attached herewith as Annexure A) and have thereafter submitted a physical copy of the same application at RBI Bengaluru on August *, * (Acknowledgement attached herewith as Annexure B). Upon review, we noticed that we had inadvertently submitted an incorrect version of Annexure * of our aforementioned application in both our online and offline submissions. While we are not aware of how this inadvertent error can be rectified in the online application, we wish to rectify this in our offline application. We wish to rectify this, and have enclosed with this letter the Annexure * of the compounding application that we request you to consider. Please
Subject: Submission of Amendment Application in the Compounding Application for Contraventions made by Continuserve Softech India Private Limited under FEMA Regulations
Dear Sir/Madam,
This is in reference to the subject mentioned above.
We submitted our application for compounding on the PRAVAAH Portal on August *, * (Screenshot of submission attached as Annexure A) and subsequently submitted a physical copy at RBI Bengaluru on August *, * (Acknowledgement attached as Annexure B).
Upon review, we realized that an incorrect version of Annexure * was inadvertently submitted in both our online and offline applications. We seek to rectify this error in our offline submission.
Enclosed with this letter is the correct Annexure * of the compounding application for your consideration.
Thank you.
Sincerely,
[Your Name]
[Your Position]
Continuserve Softech India Private Limited
[Company Address]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
~Reserve Bank of India, Bengaluru Branch Office
Phone: *-* *
Address: Nrupathunga Road, Bengaluru, Karnataka *
Website: https://www.rbi.org.in
when lis pendens does not apply
In Karnataka, the doctrine of lis pendens, which means a pending legal action involving property, generally applies to prevent any transfer or encumbrance of the property during the pendency of the litigation. However, there are exceptions where lis pendens does not apply:
- **Third-party Transactions**: If a third party, acting in good faith and without notice of the pending litigation, acquires the property.
- **Court Orders**: If the court explicitly allows the transfer or encumbrance.
- **Statutory Exceptions**: Specific statutes may provide exceptions under certain conditions.
Would you like more details on any of these exceptions?
when lis pendens does not apply in india
In India, the doctrine of lis pendens, which prevents the transfer or encumbrance of property during the pendency of litigation, does not apply in the following scenarios:
- **Good Faith Transactions**: If a third party acquires the property in good faith and without notice of the pending litigation.
- **Court Orders**: If the court explicitly allows or directs the transfer or encumbrance of the property.
- **Statutory Exceptions**: Certain statutes may provide specific exemptions or conditions under which lis pendens does not apply.
Would you like more detailed information on any of these exceptions?
prrof read this , To, Date: */*/* The Board of Directors Tailored Management India Private Limited C/o Advaya Legal, C-*, 11th Floor, One BKC, Bandra Kurla Complex, Bandra, Mumbai-* Dear All, Subject: Notice of */*-* Board Meeting. NOTICE is hereby given that */*-* meeting of the Board of Directors of Tailored Management India Private Limited (“Company”) will be held at short notice on Tuesday, 20th August, * at *:* A.M. (EST) at *, Dublin Road, Columbus, Ohio – *, USA to transact the following subject; # Particular *. To appoint the Chairman of the Meeting *. To grant leave of absence, if any *. To note the minutes of previous Board Meeting *. To approve dematerialization of shares of the Company *. To take note on Resignation of Mr. Robert Ray Mowery. *. To obtain DIN for Ms. Julie Bruce Zogbaum *. Any other item, if any, with the permission of the Chair To participate through Video-conference or for any further information/clarification, kindly contact Mr. Ramesh K Vaidyanathan on his email ID ramesh@advayalegal.com in advance. Please make it convenient to attend the meeting. Thanking you for Tailored Management India Private Limited Christopher Trevor Burleson (Director) AGENDA FOR DISCUSSION AT THE */*-* MEETING OF THE BOARD OF DIRECTORS OF TAILORED MANAGEMENT INDIA PRIVATE LIMITED TO BE HELD ON TUESDAY, 20TH AUGUST, * AT *:* A.M.(EST) AT *, DUBLIN ROAD, COLUMBUS, OHIO – *, USA *. TO APPOINT CHAIRMAN OF THE MEETING: The Board is requested to appoint any of the Director(s) as the Chairman for the Meeting. *. TO GRANT LEAVE OF ABSENCE: The Board is requested to grant leave of absence to directors who are unable to attend the meeting. *. TO NOTE MINUTES OF PREVIOUS BOARD MEETING: The minutes of the previous meeting of Board of Directors of the Company was already circulated to all the directors for noting. The Board is requested to note the same and pass the following resolution: “RESOLVED THAT the minutes of the meeting of Board of Directors of the Company which were already circulated to the Directors were taken as read and noted.” *. TO APPROVE DEMATERIALISATION OF SHARES OF THE COMPANY: As per the Ministry of Corporate Affairs (MCA) notification dated 27th October, *, every Private Companies (other than Small Companies) shall require to; i. facilitate dematerialisation of all its securities on or before 30th September, *; and ii. issue the securities only in dematerialised form after 30th September, *. Considering the above provisions, it is proposed to approach National Securities Depository Limited (“NSDL/Depository”) to avail the Registrar and Share Transfer Agent (RTA) services from SEBI registered agency, as may be deemed appropriate by the Finance Department of Lumen India. In view of the above, the Board of Directors are requested to approve the proposal and pass the following resolutions: “RESOLVED THAT pursuant to Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, * as amended from time to time, and as per the Depositories Act, * and all other applicable provision, if any, approval of the Board be and is hereby accorded to apply for dematerialisation of equity shares of the Company and to obtain ISIN to the Company.” “RESOLVED FURTHER THAT the Company do seek admission of the Company’s securities in the Depository system of National Securities Depository Limited (“NSDL/Depository”) to dematerialize the certificates of the existing shareholders of the Company.” “RESOLVED FURTHER THAT M/s. Religare Broking Limited a SEBI Registered Transfer Agent having SEBI Registration No. INZ000174330 be and is hereby appointed as Registrar and Transfer Agent (RTA) of the Company, on such terms and conditions as may be mutually agreed between the Company and the RTA.” “RESOLVED FURTHER THAT Mr. Ramesh Kalpathy Vaidyanathan, Director of the Company be and is hereby authorized to sign and execute the necessary application form(s), undertaking(s), agreement(s) or such other documents as may be required in connection with dematerialization of shares and to make such corrections/amendments to any of the documents executed in connection there with and to do all such acts and deeds as may be required to implement the decision.” The specimen signature of the authorized persons are as follows; SI. NO. NAME OF THE AUTHORISED PERSON DESIGNATION SPECIMEN SIGNATURE * Mr. Ramesh Kalpathy Vaidyanathan Director “FURTHER RESOLVED THAT any of the Director(s) of the Company be and is hereby authorized to issue certified copy of the resolution to anyone concerned in this matter.” *. NOTING OF RESIGNATION OF MR. ROBERT RAY MOWERY AS DIRECTOR: Mr. Robert Ray Mowery (DIN: *), Director of the Company has submitted resignation to the directorship in the Company. The copy of the resignation letter will be placed before the meeting to note the directors of the Company. In view of the above, Board is requested to note the same and pass the following resolution; “RESOLVED THAT pursuant to provisions of Section * of the Companies Act, * read with Companies (Appointment and Qualification of Directors) Rules, * and all other applicable provisions, if any, consent of Board be and is hereby accorded to note and accept the resignation submitted by Mr. Robert Mowery (DIN: *), to the directorship of the Company with effect from 16th August, * (after closure of office hours).” “FURTHER RESOLVED THAT any of the Director(s) be and are hereby authorised to file requisite return with the Registrar of Companies relating to change in the composition of the Board of Directors of the Company and to intimate the same to Banks and all other statutory authorities and to do all such acts, deeds and other incidental activities required to give effect to this resolution.”
Here's the proofread version of the document:
---
To,
The Board of Directors
Tailored Management India Private Limited
C/o Advaya Legal, C-*, 11th Floor,
One BKC, Bandra Kurla Complex, Bandra,
Mumbai-*
Date: */*/*
Dear All,
**Subject: Notice of */*-* Board Meeting**
NOTICE is hereby given that the */*-* meeting of the Board of Directors of Tailored Management India Private Limited (“Company”) will be held at short notice on Tuesday, 20th August * at *:* A.M. (EST) at *, Dublin Road, Columbus, Ohio – *, USA to transact the following business:
*. To appoint the Chairman of the Meeting
*. To grant leave of absence, if any
*. To note the minutes of the previous Board Meeting
*. To approve dematerialization of shares of the Company
*. To take note of the resignation of Mr. Robert Ray Mowery
*. To obtain DIN for Ms. Julie Bruce Zogbaum
*. Any other item, if any, with the
can you please highlight the mistakes
Certainly! Here are the highlighted mistakes and suggestions for improvement:
Original Document with Errors Highlighted:
To,
The Board of Directors
Tailored Management India Private Limited
C/o Advaya Legal, C-*, 11th Floor,
One BKC, Bandra Kurla Complex, Bandra,
Mumbai-*
Date: */*/*
Dear All,
**Subject: Notice of */*-* Board Meeting**
NOTICE is hereby given that */*-* meeting of the Board of Directors of Tailored Management India Private Limited (“Company”) will be held at short notice on Tuesday, 20th August * at *:* A.M. (EST) at *, Dublin Road, Columbus, Ohio – *, USA to transact the following subject; **(*. Should be "business" instead of "subject")**
# Particular **(*. Should be "Agenda Item")**
*. To appoint the Chairman of the Meeting
*. To grant leave of absence, if any
*. To note the minutes of previous Board Meeting
*. To approve dematerialization of shares of the Company
*.
proofread , MINUTES OF */*-* MEETING OF THE BOARD OF DIRECTORS OF TAILORED MANAGEMENT INDIA PRIVATE LIMITED HELD ON TUESDAY, 20th AUGUST, * AT *:* A.M (EST) AT *, DUBLIN ROAD, COLUMBUS, OHIO – *, USA MEETING COMMENCED AT: *:* A.M (EST) DIRECTORS PRESENT: *. Mr. Christopher Trevor Burleson - Director *. Mr. Robert Mowery -Director *. CHAIRMAN OF THE MEETING: Mr. Christopher Trevor Burleson was requested to Chair the meeting. Accordingly, he occupied the Chair and conducted the proceedings. After ascertaining the requisite quorum for the meeting is present, he called the meeting to order. *. LEAVE OF ABSENCE: Leave of absence was granted to Mr. Ramesh K Vaidyanathan on request. *. NOTING OF MINUTES OF PREVIOUS BOARD MEETING: The minutes of the previous meeting of Board of Directors of the Company was already circulated to all the directors for noting. The Board noted the same and passed the following resolution: “RESOLVED THAT the minutes of the meeting of Board of Directors of the Company which were already circulated to the Directors were taken as read and noted.” *. APPROVAL FOR DEMATERIALISATION OF SHARES OF THE COMPANY: As per the Ministry of Corporate Affairs (MCA) notification dated 27th October, *, every Private Companies (other than Small Companies) shall require to; i. facilitate dematerialisation of all its securities on or before 30th September, *; and ii. issue the securities only in dematerialised form after 30th September, *. Considering the above provisions, it is proposed to approach National Securities Depository Limited (“NSDL/Depository”) to avail the Registrar and Share Transfer Agent (RTA) services from SEBI registered agency, as may be deemed appropriate by the Finance Department of Lumen India. In view of the above, the Board of Directors are requested to approve the proposal and pass the following resolutions: “RESOLVED THAT pursuant to Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, * as amended from time to time, and as per the Depositories Act, * and all other applicable provision, if any, approval of the Board be and is hereby accorded to apply for dematerialisation of equity shares of the Company and to obtain ISIN to the Company.” “RESOLVED FURTHER THAT the Company do seek admission of the Company’s securities in the Depository system of National Securities Depository Limited (“NSDL/Depository”) to dematerialize the certificates of the existing shareholders of the Company.” “RESOLVED FURTHER THAT M/s. Religare Broking Limited a SEBI Registered Transfer Agent having SEBI Registration No. INZ000174330 be and is hereby appointed as Registrar and Transfer Agent (RTA) of the Company, on such terms and conditions as may be mutually agreed between the Company and the RTA.” “RESOLVED FURTHER THAT Mr. Ramesh Kalpathy Vaidyanathan, Director of the Company be and is hereby authorized to sign and execute the necessary application form(s), undertaking(s), agreement(s) or such other documents as may be required in connection with dematerialization of shares and to make such corrections/amendments to any of the documents executed in connection there with and to do all such acts and deeds as may be required to implement the decision.” The specimen signature of the authorized persons are as follows; SI. NO. NAME OF THE AUTHORISED PERSON DESIGNATION SPECIMEN SIGNATURE * Mr. Ramesh Kalpathy Vaidyanathan Director “FURTHER RESOLVED THAT any of the Director(s) of the Company be and is hereby authorized to issue certified copy of the resolution to anyone concerned in this matter.” *. NOTING OF RESIGNATION OF MR. ROBERT RAY MOWERY AS DIRECTOR: Mr. Robert Ray Mowery, (DIN: *), Director of the Company has submitted resignation to the directorship in the Company. The copy of the resignation letter was placed before the meeting to note the directors of the Company. In view of the above, Board noted the same and passed the following resolution; “RESOLVED THAT pursuant to provisions of Section * of the Companies Act, * read with Companies (Appointment and Qualification of Directors) Rules, * and all other applicable provisions, if any, consent of Board be and is hereby accorded to note and accept the resignation submitted by Mr. Robert Ray Mowery (DIN: *), to the directorship of the Company with effect from 16th August, * (after closure of office hours).” “FURTHER RESOLVED THAT any of the Director(s) be and are hereby authorised to file requisite return with the Registrar of Companies relating to change in the composition of the Board of Directors of the Company and to intimate the same to Banks and all other statutory authorities and to do all such acts, deeds and other incidental activities required to give effect to this resolution.” *. APPROVAL TO MAKE AN APPLICATION FOR OBTAINING DIRECTOR IDENTIFICATION NUMBER (DIN) TO MS. JULIE BRUCE ZOGBAUM: As per provisions of Companies (Appointment and Qualification of Directors) Amendment Rules, *, a person who doesn’t have Director Identification Number (DIN) allotted by Central Government of India and proposed to be appointed as director of the Company, the Company shall provide Board Resolution to obtain DIN for proposed director. In view of the above, it is proposed to obtain DIN to Mr. Julie Bruce Zogbaum to enable the Company to appoint him as Director of the company. Accordingly, Board of Directors approved the proposal and passed the following resolutions: “RESOLVED THAT pursuant to provisions of Section * of the Companies Act, * read with Companies (Appointment and Qualification of Directors) Amendment Rules, * and all other applicable provisions, if any, Board hereby approved to make an application with Central Government to obtain Director Identification Number (DIN) to Ms. Julie Bruce Zogbaum.” “FURTHER RESOLVED THAT any of the Director(s) of the company be and is hereby authorised sign and certify the Form DIR-* and to take necessary actions to comply with the requirements in this regard.” *. VOTE OF THANKS: There being no other business to transact, the meeting concluded with vote of thanks to the Chair at *:* A.M. Date: */*/* Place: Columbus (Christopher Trevor Burleson)
Here's the proofread version with corrections highlighted:
---
**MINUTES OF THE */*-* MEETING OF THE BOARD OF DIRECTORS OF TAILORED MANAGEMENT INDIA PRIVATE LIMITED HELD ON TUESDAY, 20th AUGUST, * AT *:* A.M (EST) AT *, DUBLIN ROAD, COLUMBUS, OHIO – *, USA**
**MEETING COMMENCED AT:** *:* A.M (EST)
**DIRECTORS PRESENT:**
*. Mr. Christopher Trevor Burleson - Director
*. Mr. Robert Mowery - Director
*. **CHAIRMAN OF THE MEETING:**
Mr. Christopher Trevor Burleson was requested to Chair the meeting. Accordingly, he occupied the Chair and conducted the proceedings. After ascertaining that the requisite quorum for the meeting was present, he called the meeting to order.
*. **LEAVE OF ABSENCE:**
Leave of absence was granted to Mr. Ramesh K Vaidyanathan on request.
*. **NOTING OF MINUTES OF PREVIOUS BOARD MEETING:**
The minutes of the previous meeting of the Board of Directors of the Company were already
can you please highlight the mistakes in bold
**MINUTES OF THE */*-* MEETING OF THE BOARD OF DIRECTORS OF TAILORED MANAGEMENT INDIA PRIVATE LIMITED HELD ON TUESDAY, 20th AUGUST, * AT *:* A.M (EST) AT *, DUBLIN ROAD, COLUMBUS, OHIO – *, USA**
**MEETING COMMENCED AT:** *:* A.M (EST)
**DIRECTORS PRESENT:**
*. Mr. Christopher Trevor Burleson - Director
*. Mr. Robert Mowery - Director
*. **CHAIRMAN OF THE MEETING:**
Mr. Christopher Trevor Burleson was requested to Chair the meeting. Accordingly, he occupied the Chair and conducted the proceedings. After ascertaining the requisite quorum for the meeting **is** present, he called the meeting to order.
*. **LEAVE OF ABSENCE:**
Leave of absence was granted to Mr. Ramesh K Vaidyanathan on request.
*. **NOTING OF MINUTES OF PREVIOUS BOARD MEETING:**
The minutes of the previous meeting of **Board of Directors of the Company was** already circulated to all the directors for noting
provincial and presidency small causes act , which one applies to bombay small causes court
The Bombay Small Causes Court operates under the Presidency Small Cause Courts Act, *.
Would you like more information on the jurisdiction or specific provisions of this Act?
why
The Bombay Small Causes Court operates under the Presidency Small Cause Courts Act, *, rather than the Provincial Small Cause Courts Act, *, due to historical and jurisdictional distinctions:
*. **Historical Context**:
- **Presidency Towns**: Bombay, Calcutta, and Madras were Presidency Towns under British rule, each with distinct legal frameworks.
- **Act Specificity**: The Presidency Small Cause Courts Act, *, was designed specifically for these towns, addressing their unique administrative and legal requirements.
*. **Jurisdiction**:
- **Presidency Small Cause Courts Act, ***: Applies to the Presidency Towns, including Bombay, and provides specific guidelines for small cause matters in these regions.
- **Provincial Small Cause Courts Act, ***: Applies to other regions in India, excluding the Presidency Towns, and governs the establishment and functioning of small cause courts in provinces.
*. **Legal Provisions**:
- The Presidency Small Cause Courts Act, *, outlines the procedures and powers of the courts in Presidency Towns, ensuring they are equipped to handle local legal issues effectively.
Would you like more information on specific provisions or the jurisdiction of
High Court may be established in the several Presidencies of India. - It shall be lawful for Her Majesty, by Letters Patent under the Great Seal of the United Kingdom, to erect and establish a High Court of Judicature at Fort William in Bengal for the Bengal Division of the Presidency of Fort William aforesaid, and by like Letters Patent to erect and establish like High Courts at Madras and Bombay for those Presidencies respectively, such High Courts to be established in the said several presidencies at such time or respective times as to Her Majesty may seem and the High Court to be established under any such Letters Patent in any of the said Presidencies shall be deemed to be established from and after the publication of such Letters Patent in the same Presidency, or such other time as in such Letters Patent may be appointed in this behalf. *. Constitution of High Courts. - The High Court of Judicature at Fort William in Bengal and the Presidencies of Madras and Bombay respectively shall consist of a Chief Justice and as many Judges, not exceeding fifteen as Her Majesty may from time to time think fit and appoint, who shall be selected from- 1st. Barristers of not less than five years' standing; or, 2nd. Members of the covenanted Civil Services of not less than ten years' standing, and who shall have served as Zillah Judges, or shall have exercised the like powers as those of a Zillah Judge for at least three years of that period; or, 3rd. Persons who have held the post of Judicial Officer not inferior to that of Principal Sudder Ameen or Judge of a Small Cause Court for a period of not less than five years; or, 4th. Persons who have been Pleaders of a .............. Court for a period of not less than ten years, if such Pleaders of a Sudder Court shall have been admitted as Pleaders of High Court : Provided that not less than one-third of the Judges of such High Courts respectively, including the Chief Justice, shall be Barristers, and not less than one-third shall be members of the Covenanted Civil Service. *. Certain existing Judges herein named to be the First Judges of the High Court. - Provided always, that the persons who at the time of the establishment of such High Court in any of the said Presidencies are Judges of the Supreme Court of judicature and permanent Judges of the Court of Sudder Dewanny Adalut or Sudder Adalut of the same Presidency shall be and become Judges of such High Court without further appointment for that purpose; and the Chief Justice of such Supreme Court shall become the Chief Justice of such High Court. *. Tenure of office of High Court. - All the Judges of the High Courts established under this Act shall hold their offices during Her Majesty's pleasure ; provided that it shall be lawful for any Judge of a High Court to resign such office of Judge to the Governor-General of India in Council or Governor in Council of the Presidency in which such Court is established. *. Precedence of Judges of High Courts. - The Chief Justice of any such High Court shall have rank and precedence before other Judges of the same Court, and such of the other Judges of such Court as on its establishment shall have been transferred thereto from the Supreme Court shall have rank and precedence before the Judges of the High Court not transferred from the Supreme Court, and, except as aforesaid, all the Judges of each High Court shall have rank and precedence according to the seniority of their appointments, unless otherwise provided in their Patents. *. Salaries, etc., of Judges of the High Courts. - Any Chief Justice or Judge transferred to any High Court from the Supreme Court shall receive the like salary and be entitled to the like retiring pension and advantage as he would have been entitled to for and in respect of service in the Supreme Court, if such Court had been continued, his service in the High Court being reckoned as service in the Supreme Court ; and except as aforesaid, it shall be lawful for the Secretary of State in Council of India to fix the salaries, allowances, furloughs, retiring pensions, and (where necessary) expenses for equipment and voyage of the Chief Justice and Judges of the several High Courts under this Act and from time to time to alter the same : Provided always, that such alteration shall not affect the salary of any Judge appointed prior to the date thereof. *. Provision for vacancy of the office of Chief Justice or other Judge. - Upon the happening of a vacancy in the office of Chief Justice, and during any absence of a Chief Justice, the Governor-General in Council or Governor in Council, as the case may be, shall appoint one of the Judges of the same High Court to perform the duties of Chief Justice of the said Court until some person has been appointed by Her Majesty to the office of Chief Justice of the same Court, and has entered on the discharge of the duties of such office, or until the Chief Justice had returned from such absence; and upon the happening of a vacancy in the office of any other Judge of any such High Court and during any absence of any such Judge, or on the appointment of any such Judge to act as Chief Justice, it shall be lawful for the Governor-General in Council, or Governor in Council, as the case may be, to appoint a person, with such qualifications as are required in persons to be appointed to the High Court, to act as a Judge of the said High Court, and the persons so appointed shall be authorised to sit and to perform the duties of a Judge of the said Court until some person has been appointed by Her Majesty to the office of Judge of the same Court, and has entered on the discharge of the duties of such office, or until the absent Judge has returned from such absence, or until the Governor-General in Council or Governor in Council, as aforesaid, shall see cause to cancel the appointment of such acting Judge. *. Abolition of Supreme Courts and Sudder Courts. - Upon the establishment of such High Court as aforesaid in the Presidency of Fort William in Bengal the Supreme Court and the Court of Sudder Dewanny Adalut and Sudder Nizamut Adalut at Calcutta in the same Presidency shall be abolished; and upon the establishment of such High Court in the Presidency of Madras the Supreme Court and the Court of Sudder Adalut and Foujadarry Adalut in the same Presidency shall be abolished; and upon the establishment of such High Court in the Presidency of Bombay the Supreme Court and the Court of Sudder Dewanny Adalut and Sudder Foujadarry Adalut in the same Presidency shall be abolished; and the records and documents of the several Courts so abolished in each Presidency shall become and be records and documents of the High Court established in the same Presidency. *. Jurisdiction and power of High Courts. - Each of the High Courts to be established under this Act shall have to exercise all such civil, criminal, admiralty and vice-admiralty, testamentary, intestate and matrimonial jurisdiction, original and appellate, and all such powers and authority for and in relation to the Administration of Justice in the Presidency for which it is established, as Her Majesty may by such Letters Patent as aforesaid grant and direct, subject, however, to such directions and limitations as to the exercise of original civil and criminal jurisdiction beyond the limits of the Presidency towns as may be prescribed thereby; and. save, as by such Letters Patent may be otherwise directed, and subject and without prejudice to the legislative powers in relation to the matters aforesaid of the Governor-General of India in Council, the High Court to be established in each Presidency shall have and exercise all jurisdiction and every power and authority whatsoever in any manner vested in any of the Courts in the same Presidency abolished under this Act at the time of the abolition of such last-mentioned Courts. *. High Courts to exercise same jurisdiction as Supreme Courts. - Until the Crown shall otherwise provide under the powers of this Act, all jurisdiction now exercised by the Supreme Courts of Calcutta, Madras and Bombay respectively over inhabitants of such parts of India as may not be. comprised within the local limits of the Letters Patent to be issued under this Act establishing High Courts at Fort William, Madras and Bombay, shall be exercised by such High Courts respectively. *. Existing provisions applicable to Supreme Courts to apply to High Courts. - Upon the establishment of the said High Courts in the said Presidencies respectively all provisions then in force in India of the Act of Parliament, or of any Orders of Her Majesty in Council, or Charters, or of any Acts of the Legislature of India, which at the time or respective times of the establishment of such High Courts are respectively applicable to the Supreme Courts at Fort William, in Bengal, Madras and Bombay respectively, or to the Judges of those Courts, shall be taken to be applicable to the said High Courts and to the Judges thereof respectively, so far as may be consistent with the provisions of this Act, and the Letters Patent to be issued in pursuance thereof, and subject to the legislative powers in relation to the matters aforesaid of the Governor-General of India in Council. *. Provision as to pending proceedings in abolished Courts. - From and after the abolition of the Courts abolished as aforesaid in any of the said Presidencies, the High Court of the same Presidency shall have jurisdiction over all proceedings pending in such abolished Courts at the time of the abolition thereof, and such proceedings, and all previous proceedings, in the said last-mentioned Courts, shall be dealt with as if the same had been had in the said High Court, save that any such proceedings may be continued as nearly as circumstances permit, under and according to the practice of the abolished Courts respectively. *. Power to High Courts to provide for exercise of jurisdiction by Single Judges or Division Courts. - Subject to any laws or regulations which may be made by the Governor General in Council the High Court established in any Presidency under this Act may by its own rules provide for the exercise, by one or more Judges, or by Division Courts constituted by two or more Judges of the said High Court, of the original and appellate jurisdiction vested in such Court, in such manner as may appear to such Court to be convenient for the due administration of justice. *. Chief Justice to determine what Judges shall sit alone or in the Division Courts. - The Chief Justice of each High Courts shall from time to time determine what Judge in each case shall sit alone, and what Judges of the Court, whether with or without the Chief Justice, shall constitute the several Division Courts as aforesaid. *. High Courts to superintend and to frame Rules of Practice for subordinate Courts. - Each of the High Courts established under this Act shall have superintendence over all Courts which may be subject to its appellate jurisdiction and shall have power to call for returns and to direct the transfer of any suit or appeal from any such Court to any other Court of equal or superior jurisdiction and shall have power to make and issue general rules for regulating the practice and proceedings of such Courts, and also to prescribe forms for every proceedings in the said Courts for which it shall think necessary that a form be provided, and also for keeping all books, entries, and accounts to be kept by the Officers, and also to settle tables of fees to be allowed to the sheriff, attorneys and all clerks and officers of Courts and from time to time to alter any such rule or form or tables; and the rules so made and the forms so framed and the tables so settled shall be used and observed in the said Courts, provided that such general rules and forms and tables be not inconsistent with the provisions of any law in force, and shall before they are issued have received the sanction in the presidency of Fort William, of the Governor-General in Council, and in Madras or Bombay of the Governor in Council of the respective Presidencies. *. Her Majesty may establish a High Court in the North-Western Provinces. - It shall be lawful for Her Majesty, if at any time hereafter Her Majesty see fit so to do, by Letters Patent under the Great Seal of the United Kingdom, to erect and establish a High Court of Judicature in and for any portion of the territories within her Majesty's Dominions in India, not included within the limits of the local jurisdiction of another High Court, to consist of a Chief Justice and of such number of other Judges, with such qualifications as are required in persons to be appointed to the High Courts established at the Presidencies, hereinbefore mentioned, as Her Majesty from time to time may think fit and appoint; and it shall be lawful for Her Majesty by such Letters Patent to confer on such Court any such jurisdiction, powers and authority as under this Act is authorised to be conferred on, or will become vested in the High Court to be established in any Presidency hereinbefore mentioned; and subject to the directions of such Letters Patent, all the provisions of this Act having reference to the High Court established in any such Presidency, and to the Chief Justice and other Judges of such Court and to the Governor-General or Governor of the Presidency in which such High Court is established, shall as far as circumstances may permit, be applicable to the High Court established in the said territories, and to the Chief Justice and other Judges thereof, and to the person administering the government of the said territories. *. Other or supplemental Charters may be granted within three years after establishment of a Court. - It shall be lawful for Her Majesty, if Her Majesty shall so think fit, at any time within three years after the establishment of any High Court under this Act, by Her Letters Patent, to revoke all or such parts or provisions as Her Majesty may think fit of the Letters Patent by which such Court was established and to grant and make such other powers and provisions as Her Majesty may think fit, and as might have been granted or made by such First Letters Patent, or without any such revocation as aforesaid, by the like Letters Patent to grant and make any additional or supplementary powers and provisions which might have been granted or made in the first instance. *. Territorial limits of jurisdiction of Courts may be altered by order in Council. - It shall be lawful for Her Majesty, from time to time by Her Order in Council, to transfer any territory or place from the jurisdiction of one to the jurisdiction of any other of the High Courts established under this Act, and generally to alter and determine the territorial limits of the jurisdiction of the said several Courts as to Her Majesty, with the advice of Her Privy Council, may seem fit. *. Interpretation of terms. - The word "Barrister" in this Act shall be deemed to include Barrister of England or Ireland or members of the Faculty of Advocates in Scotland; and the words "Governor General and Governor" shall comprehend the officer and administering the government. The Amended Letters Patent of the High Court Letters Patent of the High Court of Judicature for the Presidency of Bombay, bearing date the twenty-eighth day of December, in the Twenty-nine year of the reign of Victoria, in the year of our Lord One thousand eight hundred and sixty-five. Recital of Acts * and * Vict., Cap. *. - Victoria, by the Grace of God, of the United Kingdom of Great Britain and Ireland, Queen, Defender of the Faith. To all to whom these presents shall come greeting ; Whereas by an Act of Parliament passed in the Twenty-fourth and Twenty-fifth Years in Our Reign, intituled "An Act for establishing High Courts of Judicature in India", it was amongst other things, enacted that it should be lawful for Her Majesty, by Letters Patent under the Great Seal of the United Kingdom to erect and establish a High Court of Judicature at Bombay, for the Presidency of Bombay aforesaid, and that such High Court should consist of a Chief Justice and as many Judges not exceeding fifteen, as Her Majesty might, from time to time, think fit to appoint, who should be selected from among persons qualified as in the said Act is declared : Provided always that the persons who, at the time of establishment of such High Court, were Judges of the Supreme Court of Judicature and permanent Judges of the Court, of Sudder Dewanee Adalut or Sudder Foujdaree Adalut of the same Presidency, should be and become Judges of such High Court without further appointment for that purpose and, the Chief Justice of such Supreme Court should become the Chief Justice of such High Court and that upon the establishment of such High Court as aforesaid, the Supreme Court and the Court of Sudder Dewanee Adalut and Sudder Foujdaree Adalut at Bombay, in the said Presidency, should be abolished : And that the High Court of Judicature so to be established should have and exorcise all such civil, criminal, admiralty and vice-admiralty, testamentary, intestate, and matrimonial jurisdiction, original and appellate, and all such powers and authority, for and in relation to the administration of justice in the said Presidency, as Her Majesty might, by such Letters Patent as aforesaid, grant and direct; subject however, to such directions and limitations, as to the exercise of original, civil and criminal jurisdiction, beyond the limits of the Presidency town, as might be prescribed thereby; and save as by such Letters Patent might be prescribed thereby; and save as by such Letters Patent might be otherwise directed,and subject, without prejudice to the legislative powers in relation to the matters aforesaid of the Governor-General of India in Council, the High Court so to be established should have and exercise all jurisdiction, and every power and authority whatsoever, in any manner vested in any of the Courts in the same Presidency abolished under the said Act, at the time of the abolition of such last-mentioned Courts. And whereas We did, upon full consideration of the premises, think fit to erect and establish, and by Our Letters Patent under the Great Seal of the United Kingdom of Great Britain and Ireland, bearing date at West-minister the Twenty-sixth day of June in the Twenty-fifth Year of Our Reign, in the year of our Lord One thousand eight hundred and sixty-two did accordingly, for Us. Our heirs and successors, erect and establish at Bombay, for the Presidency of Bombay aforesaid, a High Court of Judicature, which should be called the High Court of Judicature at Bombay, and did thereby constitute the said Court to be a Court of Record; and whereas We did thereby appoint and ordain that the said High Court of Judicature at Bombay should, until further or other provision should be made by Us or Our heirs and successors, in that behalf, in accordance with the recited Act, consist of a Chief Justice and six Judges, and did thereby constitute and appoint certain persons, being respectively qualified as in the said Act is declared, to be Judges of the High Court, and whereas on the sixth day of July One thousand eight hundred and sixty-three We did, in accordance with the provisions of the said recited Act, increase the number of the Judges of the said Court to a Chief Justice and seven Judges : And whereas by the said recited Act it is declared lawful for Her Majesty, at any time within three years after the establishment of the said High Court, by Her Letters Patent, to revoke all or such parts or provisions as Her Majesty might think fit of the Letters Patent by which such Court was established, and to grant and make such other powers and provisions as Her Majesty might think fit, and as might have been granted or make by such first Letters Patent : Title : And whereas by the Act of the Twenty-eight of Our Reign, chapter fifteen, entitled, "An Act to extent the term for granting fresh Letters Patent for the Courts in India, and to make further provision respecting the territorial jurisdiction of the said Courts", the time for issuing fresh Letters Patent has been extended to the first of January One thousand eight hundred and sixty-six : And whereas in order to make further provision respecting the constitution of the said High Court, and the administration of justice hereby, it is expedient that the said Letters Patent, dated the Twenty-sixth of June One thousand eight hundred and sixty-two should be revoked, and that some of the powers and provisions thereby granted and made should be granted and made with amendments and additional powers and provisions by fresh Letters Patent : *. Revocation of Letters Patent of *. - Now know that We, upon full consideration of the premises, and of Our especial grace, certain knowledge, and mere motion, have thought fit to revoke, and do by these presents (from and after the date of the publication thereof, as hereinafter provided subject to the provisions thereof), revoke our said Letters Patent of the twenty-sixth of June one thousand eight hundred and sixty-two except so far as the Letters Patent of the fourth year of His Majesty King George the Fourth dated the eighth day of December One thousand eight hundred and twenty-three, establishing a Supreme Court of judicature at Bombay, were revoked or determined thereby. *. High Court at Bombay to be continued. - And We do by these presents grant, direct, and ordain that notwithstanding the revocation of the said Letters Patent of the twenty-sixth of June One thousand eight hundred and sixty-two, the High Court of Judicature, called the High Court of Judicature at Bombay, shall be and continue as from the time of the original erection and establishment thereof, the High Court of judicature at Bombay for the Presidency of Bombay aforesaid, and that the said Court shall be and continue a Court of Record and that all proceedings commenced in the said High Court, prior to the date of the publication of these Letters Patent, shall be continued and depend in the said High Court as if they had commenced in the said High Court after the date of such publication, and that all rules and orders in force in the said High Court immediately before the date of the publication of these Letters Patent shall continue in force, except so far as the same are altered hereby until the same are altered by competent authority. *. Judges of the said High Court to be continued. - And We do hereby appoint and ordain, that the person and persons who shall immediately before the date of the publication of these Letters Patent be the Chief Justice and Judges, or acting Chief Justice or Judges, if any, of the said High Court of Judicature at Bombay, shall continue to be the Chief Justice and Judges or Acting Chief Justice or Judges of the said High Court until, further or other provisions shall be made by Us or Our heirs and successors in that behalf, in accordance with the said recited Act for establishing High Courts of Judicature in India. *. Clerks etc., of the said High Court to be continued. - And We do hereby appoint and ordain that every clerk and ministerial officer of the said High Court of Judicature at Bombay, appointed by virtue of the said Letters Patent of the twenty-sixth of June one thousand eight hundred and sixty-two, shall continue to hold and enjoy his office and employment, with the salary thereunto annexed, until he be removed from such office and employment, and he shall be subject to the like power of removal, regulations and provisions as if he were appointed by virtue of these Letters Patent. *. Declaration to be made by Judges. - And We do hereby ordain that the Chief Justice and every Judge who shall be from time to time appointed to the said High Court of Judicature at Bombay, previously to entering upon the execution of the duties of his office, shall make and subscribe the following declaration before such authority or person as the Governor in Council may commission to receive it "I, A. B., appointed Chief Justice [or a Judge] of the High Court of Judicature at Bombay, do solemnly declare that I will faithfully perform the duties of my office to the best of my ability, knowledge and judgement". [*. And We do hereby grant, ordain, and appoint that the said High Court of Judicature at Bombay shall have, and use as occasion may arise a seal bearing a device and impression of the Asoka Capital within an exergue or label surrounding the same, with the following inscriptions at convenient places, namely, "The Seal of The High Court at Bombay", and "Satyameva Jayate" in Devanagari script. And We do further grant, ordain and appoint that the said seal shall be delivered to and kept in the custody of the Chief justice, and in case of vacancy of the office of Chief Justice, or during any absence of the same shall be delivered over and kept in the custody of the person appointed to act as Chief Justice, under the provisions of section * of the said recited Act : and We do further grant, ordain and appoint, that whensoever it shall happen that the office of Chief Justice or of the Judge to whom the custody of the said seal be committed, shall be vacant, the said High Court shall be and is hereby authorised and empowered to demand, seize, and take the said seal from any person or persons whomsoever, by what ways and means whatsoever the same may have come to his, her or their possession.] *. Writs, etc., to issue in name of the Crown and under Seal. - And We do hereby further grant, ordain, and appoint that all writs, summonses, precepts, rules, orders and other mandatory process to be used, issued, or awarded by the said High Court of Judicature at Bombay, shall run and be in the name and style of Us, or of Our heirs and successors and shall be sealed with the Seal of the said High Court. [*. Appointment of Officers. - And We do hereby authorise and empower the Chief Justice of the High Court of Judicature at Bombay from time to time, as occasion may require and subject to any rules and restrictions which may be prescribed by the Governor in Council, to appoint so many and such clerks and other ministerial officers as shall be found necessary for the administration of justice, and the due execution of all the powers and authorities granted and committed to the said High Court by these Our Letters Patent. And it is Our further will and pleasure, and We do hereby, for us, Our heirs and successors, give, grant, direct, and appoint that all and every officers and clerks to be appointed as aforesaid shall have and receive respectively such reasonable salaries as the Chief Justice shall from time to time appoint for each office and place respectively, and as the Governor in Council, subject to the control of the Governor-General in Council, shall approve of : Provided always, and it is Our will and pleasure, that all and every officers and clerks to be appointed as aforesaid, shall be resident within the limits of the jurisdiction of the said High Court so long as they shall hold their respective officers; but this proviso shall not interfere with or prejudice the right of any officer or clerk to avail himself of leave of absence under any rules prescribed by the Governor in Council and to absent himself from the said limits during the term of such leave, in accordance with the said rule.] Admission of Advocates, Vakeels and Attorneys *. Power of High Court in admitting Advocates, Vakeels and Attorneys. - And We do hereby authorise and empower, the said High Court of Judicature at Bombay to approve, admit, and enrol such and so many Advocates, Vakeels and Attorneys as to the said High Court, shall seems meet : and such Advocates, Vakeels and Attorneys shall be and are hereby authorised to appear for the suitors of the said High Court, and to plead or to act, or to plead and act for the said suitors according as the said High Court may by its rules and directions determine, and subject to such rules and directions. *. In making rules for the qualifications etc., of Advocates, Vakeels and Attorneys. - And We do hereby ordain that the said High Court of Judicature at Bombay shall have power to make rules for the qualification and admission of proper persons to be Advocates, Vakeels and Attorneys-at-Law of the said High Court, and shall be empowered to remove or to suspend from practice, on reasonable cause, the said Advocates, Vakeels or Attorneys-at-Law; and no person whatsoever but such Advocates, Vakeels, or Attorneys shall be allowed to act or to plead for, or on behalf of, any suitor in the said High Court, except that any suitor shall be allowed to appear, plead or act on his own behalf, or on behalf of a co-suitor. Civil Jurisdiction of the High Court *. Local limits of the ordinary original jurisdiction of the High Court. - And we do hereby ordain that the said High Court of Judicature at Bombay shall have and exercise ordinary original civil jurisdiction within such local limits as may from time to time, be declared and prescribed by any law made by the Governor in Council, and until some local limits shall be so declared and prescribed, within the limits of the local jurisdiction of the said High Court of Bombay at the date of publication of these presents, and the ordinary original civil jurisdiction of the said High Court shall not extend beyond the limits for the time being declared and prescribed as the local limits of such jurisdiction. [*. Original jurisdiction as to suits. - And we do further ordain that the said High Court of Judicature at Bombay, in the exercise of its ordinary original civil jurisdiction, shall be empowered to receive, try, and determine suits of every description, if, in the case of suits for land or other immovable property such land or property shall be situated, or in all other cases if the cause of action shall have arisen, either wholly, or, in case the leave of the Court shall have been first obtained, in part, within the local limits of the ordinary original jurisdiction of the said High Court or if the defendant at the time of the commencement of the suit shall dwell or carry on business, or personally work for gain, within such limits; except that the said High Court shall not have such original jurisdiction in cases falling within the jurisdiction of the Small Cause Court at Bombay, or the Bombay City Civil Court.] *. Extraordinary original civil jurisdiction. - And we do further ordain that the said High Court of Judicature at Bombay shall have power to remove and to try and determine, as a Court of extraordinary original jurisdiction, any suit being or falling within the jurisdiction of any Court; whether within or without the Presidency of Bombay, subject to its superintendence, when the said High Court shall think proper to do so, either on the agreement of the parties to that effect or for purposes of justice, the reasons for so doing being recorded on the proceedings of said High Court. *. Joinder of several causes of action. - And we do further ordain that where plaintiff has several causes of action against defendant, such causes of action not being for land or other immovable property, and the said High Court shall have original jurisdiction in respect of one of such causes of action it shall be lawful for the said High Court to call on the defendant to show cause why the several causes of action should not be joined together in one suit, and to make such order for trial of the same as to the said High Court shall seem fit. [*. Appeal to the High Court from Judges of the Court. - And we do further ordain that an appeal shall lie to the said High Court of Judicature at Bombay from the judgement (not being a judgement passed in the exercise of appellate jurisdiction by a Court subject to the superintendence of the said High Court, and not being an order made in the exercise of revisional jurisdiction and not being a sentence or order passed or made in the exercise of the power of superintendence under the provisions of section * of the Government of India Act, or in the exercise of criminal jurisdiction) of one Judge of, the said High Court or one Judge of any Division Court, pursuant to section * of the Government of India Act, and that notwithstanding anything herein before provided an appeal shall lie to the said High Court from a judgement of one Judge of the said High Court or one Judge of any Division Court, pursuant to section * of the Government of India Act, made on or after the first day of February one thousand nine hundred and twenty-nine in the exercise of appellate jurisdiction in respect of a decree or order made in the exercise of appellate jurisdiction by a Court subject to the superintendence of the said High Court, where the Judge who passed the judgement declares that the case is a fit one for appeal; but that the right of appeal from other judgements of Judges of the said High Court or of such Division Court shall be to Us, Our heirs or successors in Our or Their Privy Council, as hereinafter provided.] Note. - (Please refer to Maharashtra High Court (Hearing of Writ Petitions by Division Bench and Abolition of Letters Patent Appeals) Act (No. * of *) *. Appeal from Courts in the Provinces. - And we do further ordain that the said High Court of Judicature at Bombay shall be a court of appeal from the Civil Courts of the Presidency of Bombay and from all other Courts subject to its superintendence, and shall exercise appellate jurisdiction in such cases as are subject to appeal to the said High Court by virtue of any laws or regulations now in force. *. Jurisdiction as to infants and lunatics. - And we do further ordain that the said High Court of Judicature at Bombay shall have the like power and authority with respect to the persons and estate of infants, idiots and lunatics, within the Bombay Presidency, as that which was vested in the said High Court immediately before the publication of these presents. *. Provision with respect to the insolvent Court. - And we do further ordain that the High Court for Relief of Insolvent Debtors at Bombay shall be held before one of the Judges of the said Court of Judicature at Bombay, and the said High Court and any such Judge thereof, shall have and exercise, within the Presidency of Bombay, such powers and authorities with respect to original and appellate jurisdiction and otherwise as are constituted by the laws relating to insolvent debtors in India. Law to be Administered by the High Court *. By the High Court in the exercise of ordinary original civil jurisdiction. - And we do further ordain that with respect to the law or equity to be applied to each case coming before the said High Court of Judicature at Bombay in the exercise of its ordinary original civil jurisdiction such law or equity shall be the law or equity which would have been applied by the said High Court to such case if these Letters Patent had not issued. *. In the exercise of extraordinary original civil jurisdiction. - And we do further ordain that with respect to the law or equity and rule of good conscience to be applied to each case coming before the said High Court of Judicature at Bombay in the exercise of its extraordinary original civil jurisdiction such law or equity and rule of good conscience shall be the law or equity and rule of good conscience which would have been applied to such case by any local Court having jurisdiction therein. *. By the High Court in the exercise of appellate jurisdiction. - And we do further ordain that with respect to the law or equity and rule of good conscience to be applied by the said High Court of Judicature at Bombay to each case coming before it in the exercise of its appellate jurisdiction such law or equity and rule of good conscience shall be the law or equity and rule of good conscience with the Court in which the proceedings in such case were originally instituted ought to have applied to such case. Criminal Jurisdiction [*. Ordinary original jurisdiction of the High Court. - And we do further ordain that the said High Court of Judicature at Bombay shall have ordinary original criminal jurisdiction in respect of all persons beyond the local limits of its ordinary original civil jurisdiction over whom the said High Court of Judicature at Bombay shall have criminal jurisdiction at the date of the publication of these presents.] *. Jurisdiction as to persons. - And we do further ordain that the said High Court of Judicature at Bombay, in the exercise of its ordinary original criminal jurisdiction, shall be empowered to try all persons brought before it in due course of law. *. Extraordinary original criminal jurisdiction. - And we do further ordain that the said High Court of Judicature at Bombay shall have extraordinary original criminal jurisdiction over all persons residing in places within the jurisdiction of any Court now subject to the superintendence of the said High Court, and shall have authority to try at its discretion any such person brought before it on charges preferred by the Advocate-General, or by any Magistrate or other officer specially empowered by the Government in that behalf. *. No appeal from High Court exercising original jurisdiction Court may reserve points of law. - And we do further ordain that there shall be no appeal to the said High Court of Judicature at Bombay from any sentence or order passed or made in any criminal trial before the Court of original criminal jurisdiction which may be constituted by one or more Judges of the said High Court. But it shall be at the discretion of any such Court to reserve any point or points of law for the opinion of the said High Court. *. High Court to review on certificate of the Advocate General. - And we do further ordain that on such point or points of law being so reserved as aforesaid, or on its being certificated by the said Advocate General that, in his judgement, there is an error in the decision of a point or points of law decided by the Court of original criminal jurisdiction, or that a point or points of law which has or have been decided by the said Court should be further considered, the said High Court shall have full power and authority to review the case, or such part of it as may be necessary, and finally determine such point or points of law, and thereupon to alter the sentence passed by the Court of original jurisdiction and to pass such judgement and sentence as to the said High Court shall seem right. *. Appeals from Criminal Courts in the Province. - And we do further ordain that the said High Court of Judicature at Bombay shall be a court of appeal from the Criminal Courts of the Presidency of Bombay and from all other Courts subject to its superintendence, and shall exercise appellate jurisdiction in such cases as are subject to appeal to the said High Court by virtue of any law now in force. *. Hearing of referred cases and revision of criminal trial. - And we do further ordain that the said High Court of Judicature at Bombay shall be a court of reference and revision from the Criminal Courts subject to its appellate jurisdiction, and shall have power to hear and determine all such cases referred to it by the Sessions Judges or by any other officers now authorised to refer cases to the said High Court, and to revise all such cases tried by any officer or court possessing criminal jurisdiction as are now subject to reference to, or revision by the said High Court. *. High Court may direct the transfer of a case from one Court to another. - And we do further ordain that the said High Court shall have power to direct the transfer of any criminal case or appeal from any Court to any other Court of equal or superior jurisdiction, and also to direct the preliminary investigation or t rial of any criminal case by any officer or Court otherwise competent to investigate or try it, though such case belongs in ordinary course to the jurisdiction of some other officer or court. Criminal Law *. Offenders to be punished under Indian Penal Code. - And we do further ordain that all persons brought for trial before the High Court of Judicature at Bombay, either in the exercise of its original jurisdiction, or in the exercise of its jurisdiction as a court of appeal, reference, or revision, charged with any offence for which provision is made by Act No. XLV of *, called the "Indian Penal Code", or by any Act amending excluding the said Act which may have been passed prior to the publication of these presents, shall be liable to punishment under the said Acts, and not otherwise. Exercise of Jurisdiction Elsewhere than at the Ordinary Place of Sitting of the High Court *. Judges may be authorised to sit in any places by way of circuit or special commission. - And we do further ordain that whenever it shall appear to the Governor in Council convenient that the jurisdiction and power by these Our Letters Patent, or by the recited Act vested in the said High Court of Judicature at Bombay should be exercised in any place within the jurisdiction at Bombay should be exercised in any place within the jurisdiction of any Court now subject to the superintendence of the said High Court, other than the usual place of sitting of the said High Court, or at several such places by way of circuit, the proceedings in cases before the said High Court at such place or places shall be regulated by any law relating thereto which has been or may be made by competent legislative authority for India. Admiralty and Vice-Admiralty Jurisdiction *. Civil. - And we do further ordain that the said High Court of Judicature at Bombay shall have and exercise all such civil and maritime jurisdiction as may now be exercised by the said High Court as a Court of Admiralty, or of Vice-Admiralty, and also such jurisdiction for the trial and adjudication of prize causes and other maritime questions arising in India, as may now be exercised by the said High Court. *. Criminal. - And we do further ordain that the said High Court of Judicature at Bombay shall have and exercise all such criminal jurisdiction as may now be exercised by the said High Court as a Court of Admiralty, or Vice-Admiralty, or otherwise in connection with maritime matters of prize. Testamentary and Intestate Jurisdiction *. Testamentary and intestate jurisdiction. - And we do further ordain that the said High Court of Judicature at Bombay shall have the like power and authority as that which may now be lawfully exercised by the said High Court in relation to the granting of probates of last wills and testaments, and letters of administration of the goods, chattels, credits and all other effects whatsoever, of persons, dying intestate, whether within or without the Presidency of Bombay : Provided always that nothing in these Letters Patent contained shall interfere with the provisions of any law which has been made by competent legislative authority for India by which power is given to any other Court to grant such probates and letters of administration. Matrimonial Jurisdiction *. Matrimonial Jurisdiction. - And we do further ordain that the said High Court of Judicature at Bombay shall have jurisdiction within the Presidency of Bombay in matters matrimonial between Our subjects professing the Christian religion : Provided always that nothing herein contained shall be held to interfere with the exercise of any jurisdiction in matters matrimonial by any Court not established by Royal Charter within the said Presidency lawfully possessed thereof, power of single judges and division courts. Power of Single Judges and Division Courts [*. Single Judges and Division Courts. - And we do hereby declare that any function, which is hereby directed to be performed by the said High Court of Judicature at Bombay in the exercise of its original or appellate jurisdiction, may be performed by any Judge or any Division Court thereof appointed for such purpose, in pursuance of section one hundred and eight of the Government of India Act, *, and if such Division Court is composed of two or more Judges, and the Judges and are divided in opinion as to the decision to be given on any point, such point shall be decided according to the opinion of the majority of the Judges, if there shall be a majority, but if the Judges should be equally divided they shall state the point upon which they differ and the case shall then be heard upon that point by one or more of the other Judges and the point shall be decided according to the opinion of the majority of the Judges who have heard the case including those who first heard it.] Civil Procedure *. Regulation of proceedings. - And we do further ordain that it shall be lawful for the said High Court of Judicature at Bombay from time to time to make rules and orders for the purpose of regulating all proceedings in civil cases which may be brought before the said High Court, including proceedings in its Admiralty, Vice-Admiralty, intestate, and matrimonial jurisdiction respectively : Provided always that, the said High Court shall be guided in making such rules and orders as far as possible by the provisions of the Code of Civil Procedure, being an Act passed by the Governor General in Council, and being Act No. VIII of *, and the provisions of any law which has been made amending or altering the same by competent legislative authority for India. Criminal Procedure *. Regulation of proceedings. - And we do further ordain that the proceedings in all criminal cases which shall be brought before the said High Court of Judicature at Bombay in the exercise of its ordinary original criminal jurisdiction, and also in all other criminal cases over which the said High Court had jurisdiction immediately before the publication of these presents shall be regulated by the procedure and practice which was in use in the said Court immediately before such publication, subject to any law which has been or may be made in relation thereto by competent legislative authority for India; and that the proceedings in all other criminal cases shall be regulated by the Code of Criminal Procedure prescribed by an Act passed by the Governor-General in Council, and being Act No. XXV of *, or by such further or other laws in relation to criminal procedure as may have been or may be made by such authority as aforesaid. Appeals to Privy Council *. Power to appeal. - And we do further ordain that any person or persons may appeal to Us, Our heirs and successors, in Our or Their Privy Council in any matter not being of criminal jurisdiction, from any final judgement, decree, or order of the said High Court of Judicature at Bombay made on appeal, and from and final judgement, decree, or order made in the exercise of original jurisdiction by Judges of the said High Court or of any Division Court, from which an appeal shall not lie to the said High Court under the provisions contained in the fifteenth clause of these presents : Provided in either case that the sum or matter at issue is of the amount or value of not less than *,* rupees, or that such judgement, decree, or order shall involve, directly or indirectly, some claim, demand, or question to or respecting property amounting to or of the value of not less than *,* rupees, or from any other final judgement, decree, or order made either on appeal or otherwise as aforesaid, when the said High Court shall declare that the case is a fit one for appeal to Us, Our heirs or successors, in Our or Their Privy Council, subject always to such rules and orders as are now in force or may from time to time be made, respecting appeals to Ourselves in Council from the Courts of the said Presidency, except so far as the said existing rules and orders respectively are hereby varied, and subject also to such further rules and orders as We may, with the advice of Our Privy Council, hereafter make in that behalf. *. Appeal from interlocutory judgements. - And we further ordain that it shall be lawful for the said High Court of Judicature at Bombay, at its discretion, on the motion, or if the said High Court be not sitting, then for any Judge of the said High Court upon the petition of any party who considers himself aggrieved by any preliminary or interlocutory judgement, decree, order, or sentence of the said High Court in any such proceeding as aforesaid, not being of criminal jurisdiction, to grant permission to such party to appeal against the same to Us, Our heirs and successors, in Our or Their Privy Council, subject to the same rules, regulations, and limitations as are herein expressed respecting appeals from final judgements, decrees, orders and sentences. *. Appeal in criminal cases, etc. - And we do further ordain that from any judgement, order, or sentence of the said High Court of Judicature at Bombay made in the exercise of original criminal jurisdiction, or in any criminal case where any point or points of law have been reserved for the opinion of the said High Court in manner hereinbefore provided, by any Court which has exercised original jurisdiction, it shall be lawful for the person aggrieved by such judgement, order, or sentence, to appeal to Us, Our heirs or successors, in Our or Their Privy Council, provided the said High Court shall declare that the case is a fit one for such appeal, and under such conditions as the said High Court may establish or require, subject always to such rules and orders as We may. with the advice of Our Privy Council, hereafter make in that behalf. *. Rules as to transmission of copies of evidence and other documents. - And we do further ordain that in all cases of appeal made from any judgement, order, sentence, or decree of the said High Court of Judicature at Bombay to Us, Our heirs or successors, in Our or Their Privy Council, such High Court shall certify and transmit to Us, Our heirs and successors, in Our or Their Privy Council, a true and correct copy of all evidence, proceedings, judgements decrees, and orders had or made in such cases appealed, so far as the same have relation to the matters of appeal, so far as the same have relation to the matters of appeal, such copies to be certified under the seal of the said High Court. And that the said Court shall also certify and transmit to Us, Our heirs and successors, in Our or Their Privy Council, a copy of the reasons given by the Judges, of such Court, or by any of such Judges, for or against the judgement or determination appealed against the judgement or determination appealed against. And we do further ordain that the said High Court shall, in all cases of appeal to Us, Our heirs or successors, conform to and execute, or cause to be executed such judgements and orders as We, Our heirs or successors, in Our or Their Privy Council, shall think fit to make in the premises, in such manner as any original judgement, decree, or decretal orders or other order or rule of the said High Court should or might have been executed. Calls for Records, etc., by the Government *. High Court to comply with requisition from Government for records etc. - And it is Our further will and pleasure that the said High Court of Judicature at Bombay shall comply with such requisitions as may be made by the Government, for records, returns, and statements, in such form and manner as such Government may deem proper. [*. Power of Indian Legislature preserved. - And we do further ordain and declare that all the provisions of these Our Letters Patent are subject to the legislative powers of the Governor General in Legislative Council and also of the Governor General in Council under section seventy-one of the Government of India Act, *, and also of the Governor General in cases of emergency under section seventy-two of that Act and may be in all respects amended and altered thereby.] *. Provisions of former Letters Patent inconsistent with these Letters Patent to be void. - And it is Our further will and pleasure that these Letters Patent shall be published by the Governor in Council and shall come into operation from and after the date of such publication, and that from and after the date on which effect shall have been given to them, so much of the aforesaid Letters Patent granted by His Majesty King George the Fourth as was not revoked or determined by the said Letters Patent of the twenty-sixth of June one thousand eight hundred and sixty-two, and is consistent, with these Letters Patent, shall cease, determine, and be utterly void to all intents and purposes whatsoever. In Witness whereof we have caused these Our Letters to be made Patent, Witness Ourselves at West-minister, the twenty-eight day of December, in the twenty-ninth year of Our Reign. breif it for me
Certainly! Here is a brief summary of the provided document:
Establishment and Constitution of High Courts in India
*. **Establishment**:
- Her Majesty can establish High Courts in Bengal, Madras, and Bombay by Letters Patent.
- The High Courts are deemed established from the date of publication of such Letters Patent.
*. **Constitution**:
- Each High Court will consist of a Chief Justice and up to fifteen Judges.
- Judges can be selected from barristers, members of the covenanted civil services, judicial officers, or pleaders with specific qualifications.
*. **First Judges**:
- Current Judges of the Supreme and Sudder Courts will become Judges of the newly established High Courts without further appointment.
*. **Tenure and Precedence**:
- Judges hold office during Her Majesty's pleasure.
- Chief Justice has precedence over other Judges.
*. **Salaries and Vacancies**:
- Judges' salaries and pensions are fixed by the Secretary of State in Council of India.
- Provisions for filling vacancies in the office of Chief Justice or other Judges are outlined.
*. **Abolition of Previous Courts**:
- Upon establishment of High Courts, the existing Supreme and Sud
notified commodities under the central warehouse corporation act
The Central Warehousing Corporation Act, *, governs the operations of the Central Warehousing Corporation (CWC) in India. Under this Act, certain commodities are notified for storage and warehousing purposes. The list of notified commodities can vary, but typically includes:
- Food grains
- Fertilizers
- Agricultural produce
- Industrial goods
- Other notified commodities by the Central Government
Would you like information on specific provisions or procedures under the Central Warehousing Corporation Act?
yes
Certainly! Here are some specific provisions and procedures under the Central Warehousing Corporation Act, *:
Key Provisions:
*. **Establishment of CWC**:
- **Section ***: Establishes the Central Warehousing Corporation (CWC) for the purpose of warehousing agricultural produce and other notified commodities.
*. **Functions of CWC**:
- **Section ***: Enumerates the functions of the CWC, which include:
- Acquiring and building warehouses.
- Storing agricultural produce, seeds, fertilizers, manure, and other notified commodities.
- Providing consultancy services for warehousing.
*. **Notified Commodities**:
- **Section *(e)**: Defines "notified commodities" as those specified by the Central Government through a notification in the Official Gazette. This includes:
- Food grains (e.g., wheat, rice, pulses)
- Fertilizers (e.g., urea, DAP)
- Agricultural produce (e.g., fruits, vegetables)
- Industrial goods (e.g., cement, chemicals)
- Any other commodities notified by the government.
*. **Warehousing Facilities**:
- **Section ***: Details the construction
where can i find a list of notified commodities under the warehousing corporation act
To find a list of notified commodities under the Warehousing Corporation Act (Central Warehousing Corporation Act, *), you can refer to the following sources:
*. **Official Gazette Notifications**: The Central Government issues notifications in the Official Gazette specifying the commodities that are notified under the Act. These notifications are publicly accessible.
*. **Central Warehousing Corporation (CWC) Website**: The CWC often publishes a list of notified commodities on their official website. Visit the CWC website and navigate to sections related to warehousing services or official notifications.
*. **Ministry of Consumer Affairs, Food and Public Distribution**: This ministry oversees the operations of the CWC and may have relevant information or links to the notified commodities. Check their website for updates and notifications.
*. **Legal Databases**: Platforms like IndiaCode, Manupatra, or SCC Online provide access to legal documents, including notifications under the Warehousing Corporation Act.
Would you like more details on how to access any of these sources?
yes
Certainly! Here are more details on how to access the list of notified commodities under the Warehousing Corporation Act:
*. **Official Gazette Notifications**:
- **Website**: Visit the Ministry of Law and Justice's e-Gazette portal: [e-Gazette](http://egazette.nic.in)
- **Procedure**: Use the search function to look for notifications related to the Central Warehousing Corporation Act, *. You can use keywords like "notified commodities" or "Warehousing Corporation Act".
*. **Central Warehousing Corporation (CWC) Website**:
- **Website**: Visit the official CWC website: [Central Warehousing Corporation](http://www.cewacor.nic.in)
- **Procedure**: Navigate to the sections related to services or notifications. Look for documents or updates regarding warehousing and notified commodities.
*. **Ministry of Consumer Affairs, Food and Public Distribution**:
- **Website**: Visit the Ministry's website: [Ministry of Consumer Affairs, Food and Public Distribution](https://www.consumeraffairs.nic.in)
- **Procedure**: Check the notifications or circulars section for updates on warehousing and notified commodities. They might have downloadable documents or
when was the gazette released with the list of notified commodities under that act
To find the release date of the Gazette with the list of notified commodities under the Central Warehousing Corporation Act, *, you can follow these steps:
*. **Official Gazette Notifications**:
- **Website**: Visit the Ministry of Law and Justice's e-Gazette portal: [e-Gazette](http://egazette.nic.in)
- **Procedure**: Use the search function to look for notifications related to the Central Warehousing Corporation Act, *. Use keywords like "notified commodities" or "Warehousing Corporation Act". The search results will show the publication dates of relevant notifications.
*. **Central Warehousing Corporation (CWC) Website**:
- **Website**: Visit the official CWC website: [Central Warehousing Corporation](http://www.cewacor.nic.in)
- **Procedure**: Navigate to sections related to services or notifications. Look for documents or updates regarding warehousing and notified commodities. The publication dates should be mentioned on the documents.
*. **Ministry of Consumer Affairs, Food and Public Distribution**:
- **Website**: Visit the Ministry's website: [Ministry of Consumer Affairs, Food and Public Distribution](https://www.consumeraffairs.nic.in
can you give me step by step direction to find it on the egazette website , like word to word'
Certainly! Here is a step-by-step guide to finding the list of notified commodities under the Central Warehousing Corporation Act, *, on the e-Gazette website:
Step-by-Step Directions:
*. **Open Your Browser**:
- Open your preferred web browser (e.g., Chrome, Firefox, Safari).
*. **Visit the e-Gazette Portal**:
- Type in the following URL in the address bar: [e-Gazette](http://egazette.nic.in) and press Enter.
*. **Home Page**:
- You should be on the e-Gazette home page now.
*. **Click on 'Search Gazette'**:
- Look for the "Search Gazette" option in the top menu and click on it.
*. **Select 'Gazette Type'**:
- In the "Gazette Type" dropdown menu, select "Extraordinary Gazette" or "Weekly Gazette" depending on the type of notification you are looking for.
*. **Enter Search Keywords**:
- In the "Search" box, type keywords like "Central Warehousing Corporation Act, *," "notified commodities," or "Warehousing Corporation Act."
*. **Select Date Range**
give me a easier way to find the list of notified commodities
Sure! Here's an easier way to find the list of notified commodities under the Central Warehousing Corporation Act, *:
*. **Visit the Central Warehousing Corporation (CWC) Website**:
- **Website**: [Central Warehousing Corporation](http://www.cewacor.nic.in)
- **Procedure**: Navigate to the "Services" or "Notifications" section. Look for documents or updates regarding warehousing and notified commodities.
*. **Use a Legal Database**:
- **Platforms**: IndiaCode, Manupatra, or SCC Online.
- **Procedure**: Search for the Central Warehousing Corporation Act, *, and look for associated notifications about notified commodities.
*. **Contact the CWC or Ministry**:
- **Phone**: Call the CWC or Ministry of Consumer Affairs, Food and Public Distribution for assistance.
- **Email**: Send an email inquiry to their official contact addresses for a quick response.
Would you like more detailed steps on any of these methods?
how do i find a gazette on scc
To find a gazette notification on SCC Online, follow these steps:
Step-by-Step Directions:
*. **Open Your Browser**:
- Open your preferred web browser (e.g., Chrome, Firefox, Safari).
*. **Visit the SCC Online Portal**:
- Type in the following URL in the address bar: [SCC Online](https://www.scconline.com) and press Enter.
*. **Login or Register**:
- If you have an account, log in with your credentials. If not, you may need to register for an account to access the full features of the platform.
*. **Navigate to the Search Bar**:
- Once logged in, locate the search bar at the top of the page.
*. **Enter Search Keywords**:
- In the search bar, type keywords like "Central Warehousing Corporation Act, *," "notified commodities," or "Gazette notification."
*. **Filter Your Search**:
- Use the filters to narrow down your search results. You can filter by document type (e.g., Gazette Notification), jurisdiction, date range, etc.
*. **Review Search Results**:
- Browse through the search results to find the relevant gazette notification.
please proofread, EXTRACT OF THE RESOLUTION PASSED BY CIRCULATION BY THE BOARD OF DIRECTORS OF SKRETTING AQUACULTURE INDIA PRIVATE LIMITED (FORMERLY KNOWN AS SKRETTING WEST COAST PRIVATE LIMITED) ON ….SEPTEMBER * TO CONSIDER AND APPROVE THE FILING OF APPLICATION TO ROC FOR SEEKING EXTENSION OD TIME FOR HOLDING ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR *-* As per provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM') for the Financial Year ended 31st March, * on or before 30th September, *. Further, before adoption of financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board of Directors and the same shall audited by the Statutory Auditors of the Company. It is being noted that the Finance Director of the company resigned with effect from 15th February *. Further, Treasury Manager and few other employees from the finance team also got separated from the company during the financial year *-*. The positions remained vacant till August *. The Company is still in the process of streamlining these issues. Considering the above situation, the company is facing a lot of difficulty. Hence, the compilation of information and other documents required for completion of audit has been a challenging process. As the key positions were not filled, the finalization of audit has been delayed. In view of the above, the Board of Directors of the Company are intent to file an application in e-form GNL-* with Registrar of Companies, Hyderabad for seeking extension of time for holding AGM for 3 months beyond the due date of convening AGM. Accordingly, the Board considered and approved the same and passed the following resolution by circulation: “RESOLVED THAT pursuant to the provisions of Section * and other applicable provisions, if any, of the Companies act *, the company do hereby make an application with the Registrar of Companies, Hyderabad for seeking extension of time for holding the Annual General Meeting for the FY *-* for a period of three months beyond 30th September, * i.e. till 31st December, *”. “RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized on behalf of the Company to sign, execute and file an application with the Registrar of Companies, and generally to do all acts, deeds, and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution including appoint to any consultant / professional to represent the company on this regard.” For Skretting Aquaculture India Private Limited Sruthi Rayapudi Saurabh Shekhar Director Director DIN: * DIN: *
Certainly! Here is the proofread version of the document:
---
**EXTRACT OF THE RESOLUTION PASSED BY CIRCULATION BY THE BOARD OF DIRECTORS OF SKRETTING AQUACULTURE INDIA PRIVATE LIMITED (FORMERLY KNOWN AS SKRETTING WEST COAST PRIVATE LIMITED) ON ….SEPTEMBER ***
**TO CONSIDER AND APPROVE THE FILING OF APPLICATION TO ROC FOR SEEKING EXTENSION OF TIME FOR HOLDING ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR *-***
As per the provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM’) for the Financial Year ended 31st March, * on or before 30th September, *. Further, before the adoption of the financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board of Directors and the same shall be audited by the Statutory Auditors of the Company.
It is noted that the Finance Director of the company resigned with effect from 15th February *. Furthermore, the Treasury Manager and a few other employees from the finance team also
can you show/tell me the changes
Certainly! Here are the changes made to the provided document:
*. **Title Formatting**:
- Original: "EXTRACT OF THE RESOLUTION PASSED BY CIRCULATION BY THE BOARD OF DIRECTORS OF SKRETTING AQUACULTURE INDIA PRIVATE LIMITED (FORMERLY KNOWN AS SKRETTING WEST COAST PRIVATE LIMITED) ON ….SEPTEMBER *"
- Corrected: Added formatting and alignment for better readability.
*. **Subject Line**:
- Original: "TO CONSIDER AND APPROVE THE FILING OF APPLICATION TO ROC FOR SEEKING EXTENSION OD TIME FOR HOLDING ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR *-*"
- Corrected: Changed "OD" to "OF".
*. **Introduction Paragraph**:
- Original: "As per provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM') for the Financial Year ended 31st March, * on or before 30th September, *. Further, before adoption of financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board
can you explain the changes made to the introduction paragraph
Certainly! Here are the changes made to the introduction paragraph of the document, along with explanations:
*. **Grammar and Clarity**:
- **Original**: "As per provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM') for the Financial Year ended 31st March, * on or before 30th September, *. Further, before adoption of financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board of Directors and the same shall audited by the Statutory Auditors of the Company."
- **Corrected**: "As per the provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM’) for the Financial Year ended 31st March, * on or before 30th September, *. Further, before the adoption of the financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board of Directors and the same shall be audited by the Statutory Auditors of the Company."
- **Explanation**
can you highlight the changes
Certainly! Here are the changes highlighted in bold:
**Original**:
"As per provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM') for the Financial Year ended 31st March, * on or before 30th September, *. Further, before adoption of financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board of Directors and the same shall audited by the Statutory Auditors of the Company."
**Corrected**:
"As per **the** provisions of Section * of the Companies Act, *, the Company should convene the Annual General Meeting (‘AGM’) for the Financial Year ended 31st March, * on or before 30th September, *. Further, before **the** adoption of **the** financial statement for the year ended 31st March, * by the shareholders, it should be approved by the Board of Directors and the same shall **be** audited by the Statutory Auditors of the Company."
**Explanation**:
*. Added "the" before "provisions" for grammatical correctness.
proofread the following , To, The Registrar of Companies, 2nd Floor, Corporate Bhawan GSI Post, Nagole, Bandlaguda Hyderabad - * Respected Sir/ Madam, Subject: Application for seeking extension of time for holding Annual General Meeting for the financial year *-* for the period of three (*) months With reference to above captioned subject, we hereby respectfully make our submission as follows; *. The Applicant Company Skretting Aquaculture India Private Limited (formerly known as Skretting West Coast Private Limited) (hereinafter called the “Company”) having CIN: U05004MH2018PTC308197, was incorporated under the Companies Act, * on April *, * with the Registration No. * [CIN: U05004MH2018PTC308197] in Mumbai, Maharashtra in the name and style of AQUAMART FEEDS PRIVATE LIMITED. *. The name of the company was changed to Skretting West Coast Private Limited with effect from July *, * and further changed to Skretting Aquaculture India Private Limited with effect from May *, *. *. Initially the registered ofoffice of the company was situated in Mumbai, Maharashtra and later it was shifted to the state of Telangana , currently the registered office of the Company is situated at Plot No. G *, Polepally Village, Jadcherla Mandal, Mahabub Nagar, Telangana - *. [CIN: U05004TS2018PTC176964] *. The Company is regularly holding its Annual General Meetings within due date as prescribed under the provisions of Companies Act, *. *. Whereas, as per provisions of Section * of the Companies Act, * the Annual General Meeting of the members of the company in respect of the year ended on March *, * is required to be held on or before September *, *. However, the company is not in a position to hold its Annual General Meeting within the stipulated time period as per Section * of the Companies Act, * due to following reasons; i. The Finance Director of the company resigned with effect from 15th February *. Further, Treasury Manager and few other employees from the finance team also got separated from the company during the financial year *-*. It may be noted that the positions remained vacant till August *. The Company is still in the process of streamlining these issues. ii. Considering the above situation, the company is facing a lot of difficulty. Hence, the compilation of information and other documents required for completion of audit has been a challenging process. As the key positions were not filled, the finalization of audit has been delayed. *. Due to aforesaid reasons, the Company as well as management are not in position to finalize the accounts on or before September *, * and to convene the Annual General Meeting for the Financial Year ended March *, * on or before September *, *, to seek approval of the shareholders. *. Considering the above, the Board of Directors of the Company have passed the resolution on ……… September * to make an application before the Registrar of Companies, Hyderabad for seeking extension of time to convene Annual General Meeting of the Company for the Financial Year *-* for the period of Three (*) months beyond September *, *, i.e., up to December *, *. In view of the above, our application is humbly submitted to seek an extension of time of three months beyond the due date i.e. September *, * for convening the Annual General Meeting of the Company i.e., up to December *, * by which time, we shall finalize the accounts for the Financial Year *-*, duly audit and place the same before the Annual General Meeting. The Registrar of Companies is humbly requested to kindly consider the aforesaid request and accord approval for extending the period of conducting Annual General Meeting in respect of the Financial Year *-* by a period of three months beyond September *, *. Thanking you For Skretting Aquaculture India Private Limited Sruthi Rayapudi Director DIN: *
Certainly! Here is the proofread version of the document:
---
To,
The Registrar of Companies,
2nd Floor, Corporate Bhawan
GSI Post, Nagole, Bandlaguda
Hyderabad - *
Respected Sir/Madam,
**Subject:** Application for seeking extension of time for holding Annual General Meeting for the financial year *-* for the period of three (*) months
With reference to the above-captioned subject, we hereby respectfully make our submission as follows:
*. The Applicant Company, Skretting Aquaculture India Private Limited (formerly known as Skretting West Coast Private Limited) (hereinafter called the “Company”) having CIN: U05004MH2018PTC308197, was incorporated under the Companies Act, * on April *, *, with the Registration No. * [CIN: U05004MH2018PTC308197] in Mumbai, Maharashtra, in the name and style of AQUAMART FEEDS PRIVATE LIMITED.
*. The name of the company was changed to Skretting West Coast Private Limited with effect from July *, *, and further changed to Skretting Aquaculture India Private Limited with
can you highlight the changed for me
Certainly! Here are the changes highlighted in bold:
---
To,
The Registrar of Companies,
2nd Floor, Corporate Bhawan
GSI Post, Nagole, Bandlaguda
Hyderabad - *
Respected Sir/Madam,
**Subject:** Application for seeking extension of time for holding Annual General Meeting for the financial year *-* for the period of three (*) months
With reference to the above-captioned subject, we hereby respectfully make our submission as follows:
*. The Applicant Company, Skretting Aquaculture India Private Limited (formerly known as Skretting West Coast Private Limited) (hereinafter called the “Company”) having CIN: U05004MH2018PTC308197, was incorporated under the Companies Act, * on April *, *, with the Registration No. * [CIN: U05004MH2018PTC308197] in Mumbai, Maharashtra, in the name and style of AQUAMART FEEDS PRIVATE LIMITED.
*. The name of the company was changed to Skretting West Coast Private Limited with effect from July *, *, and further changed to Skretting Aquaculture India Private Limited with effect from
can you explain the changes to me
Certainly! Here are the changes made to the document, along with explanations:
*. **Title Formatting**:
- **Original**: "To, The Registrar of Companies, 2nd Floor, Corporate Bhawan GSI Post, Nagole, Bandlaguda Hyderabad - *"
- **Corrected**: Added proper line breaks for readability and formatting.
- **Explanation**: Improved readability and presentation by organizing the address in a standard letter format.
*. **Salutation**:
- **Original**: "Respected Sir/ Madam,"
- **Corrected**: "Respected Sir/Madam,"
- **Explanation**: Removed unnecessary space for consistency.
*. **Subject Line**:
- **Original**: "Subject: Application for seeking extension of time for holding Annual General Meeting for the financial year *-* for the period of three (*) months"
- **Corrected**: "**Subject:** Application for seeking extension of time for holding Annual General Meeting for the financial year *-* for the period of three (*) months"
- **Explanation**: Bolded the subject line for emphasis and clarity.
*. **Introduction Paragraph**:
- **Original**
All that Warehouse space marked as D2 , area measuring *,* Sq. Feet of super built up area, along with Lights and other electrical fittings. situated in M/S.SRI RAGHAVA TEXTILES LTD, bearing Survey No.*-1B, of Tada Village, Off Tada-Sri Kalahasthi Road, Tada-*. Tirupati Dist., A.P. Boundaries : North side - D1 Shed East side - Internal Road South side - D3 shed and West side - Compound Wall , get me the taluk , district and pin code of this adress
Sure! Based on the provided address:
- **Taluk**: Sullurupeta
- **District**: Tirupati
- **PIN Code**: *
Would you like more detailed information or assistance with anything else?
no
Alright! If you need any more assistance or have any other questions in the future, feel free to ask. Have a great day!
can you find me the name of the village too for the above address
Certainly! Based on the provided address:
- **Village**: Tada
Would you like any other information or assistance with something else?