Share

The Company, and the Investor are individually referred to as the “Party” and collectively referred to as the “Parties”.

WHEREAS:

1.”THE COMPANY” is engaged in the business of  Metopolic affiliated based such as makes & provides Clothing, Perfume, Real Estate, Foods and drinks for gathering such as parties, wedding, business events and all other events.

2. “THE COMPANY” has intended to develop their Metopolic company businesses and has decided to expand its activities and for this purpose wishes to raise funds from various persons/entities.
3. Accordingly, THE COMPANY have approached THE INVESTOR with a Projected Performance inviting them to invest in THE COMPANY in the current round of funding.
4. Relying upon the representations and warranties of THE COMPANY recorded in this agreement, THE INVESTOR has agreed to partly finance the Project by investing in the current round of funding a sum of Rs. 500 (IN WORDS Five Hundreds Only) (hereinafter referred to as the “Financial Contribution”) in THE COMPANY.
5. The Parties are desirous of recording the terms and conditions of their agreement in the achievement of the objectives mentioned above and such other objectives as may be mutually agreed upon from time to time between them.

NOW THEREFORE, IN CONSIDERATION OF THE PREMISES, THE MUTUAL AGREEMENTS HEREINAFTER CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS :

1. DEFINITIONS:

In this Agreement the following terms, to the extent not inconsistent with the context, shall have the meanings assigned to them herein below:

1. “Accounts” means the balance sheet, profit, loss account and cash flow statement of THE COMPANY reports submitted before THE INVESTOR, if any, of “THE COMPANY” statutory auditors, the Directors’ report and notes to accounts, prepared in accordance with the norms of the Act..
2. “The Act” shall mean the Companies Act, 2013 amended from time to time or any re-enactment thereof.
3. “Agreement” shall mean this Agreement and include the Schedules and Annexure if any attached hereto together with any written modification/amendment/addendum thereof signed by the Parties.
4. “Board” shall mean the Board of Directors of THE COMPANY.
5. “Conditions Precedent” means the conditions set out in this Agreement, to be fulfilled by THE COMPANY and THE INVESTOR prior to Investing.
6. “Director(s)” shall mean a director/(s) of THE COMPANY duly appointed on the Board from time to time.
7. “Encumbrance” means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, trust, right of set off or other third party right or interest (legal or equitable)conferring any priority of payment in respect of, any obligation of any Person, including any right of preemption, assignment by way of security, reservation of title or any other security interest of any kind however created or arising or any other agreement or arrangement(including a sale and repurchase arrangement) having similar effect or any adverse claim as to title, possession or use.
8. “Force Majeure” shall mean acts of God or other circumstances strictly beyond the control of a Party to this Agreement in the performance of its obligations hereunder, such as, fire, flood, earthquake, riot, industrial strikes and acts of any court, governments or other executive, regulatory, judicial or quasi-judicial body having statutory authority.
9. “Laws” shall mean the laws in force in the Republic of India and shall include all statues, enactments, acts of legislature, ordinances, rules, by-laws, regulations. notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, tribunal, board, court or recognized stock exchange.
10. “Liquidation” shall mean and include any liquidation, dissolution or winding up of THE COMPANY, either voluntary or involuntary and / or any sale of all or substantially all of the assets (whether with or without Intellectual Property Rights) of THE COMPANY.
11. “Project” shall mean the proposed expansion activities of THE COMPANY more particularly described in Schedule I here to be partly financed by THE INVESTOR in terms of this Agreement. The said Schedule also depicts the required funds for implementing such project and individual heads against which THE COMPANY proposes to allocate the funds raised in the current round of funding.
12. “Projected Performance” shall mean the financial plan and milestones which contains containing consolidated projected financial results of THE COMPANY for the next three years prepared by the Company based on good faith estimates and prudent business projections and submitted to THE INVESTOR, relying upon which the Investors have agreed to partly finance the Project and invest in THE
13. “Earnings Per Share” or “EPS” for any given year means the Profit after tax for that year divided by the number of fully subscribed and paid up by THE COMPANY.

2. CAPITAL OF THE COMPANY:

The authorized capital of THE COMPANY prior to investment by THE INVESTOR  is  Rs. 500 (words Five Hundreds Only)   And THE COMPANY is decided to start the Project for that they decided to attract investment from THE  INVESTOR to the tune of Rs. 5,00,00,000.00.

During the term of this Agreement, any increase in THE COMPANY capital or change in capital structure of THE COMPANY shall be made only with prior written approval of THE INVESTOR.

3. CONDITIONS PRECEDENT TO DISBURSEMENT:

It is agreed by and between the Parties that, THE INVESTOR shall disburse the Financial Contribution, as the case may be, only after.

The Memorandum & Articles of Association of THE COMPANY are suitably amended to ensure their conformity and compliance with the terms and conditions of this Agreement to the satisfaction of THE INVESTOR.

THE COMPANY initiates necessary steps to comply with the issues arising out of accounting and legal due diligence to the satisfaction of the Investors.

THE COMPANY shall not pay any brokerage to any other party for investment made by THE INVESTOR, and in the event of THE COMPANY offering more favorable terms to any other person / institution in this respect the same shall be applicable to THE INVESTOR.

THE COMPANY repays all loans borrowed from any other entities and ensures that no debt remains outstanding on the balance sheet of THE COMPANY as on the date of this agreement.

If THE COMPANY is not able to repay all the debt outstanding as on the date of agreement as mentioned Supra, THE COMPANY has to give an undertaking to THE INVESTOR that THE COMPANY shall not repay the principal amount of the loan outstanding as well as any accrued interest due in the books of THE COMPANY as on the date of this agreement, save and except with the prior written consent of THE INVESTOR.

All the investments should be made in the name of THE COMPANY and all the transactions are done through banking only. Both the parties are hereby agreed that they never entered in to cash transactions at any point of time of this Agreement.

4. INVESTMENT:

The Investor here in made an investment of Rs. 500 (Rupees Five Hundreds Only) towards the part investment of THE COMPANY Project which is more fully and particularly described in Schedule I herein and THE INVESTOR made the said investment by the way of RTGS/NEFT/IMPS/UPI/CARD PAYMENTS to METOPOLIC.

5. BENEFITS TO THE INVESTOR:

THE INVESTOR receive a priority return on their investment in the event of liquidation or dissolution of THE COMPANY. THE INVESTOR may be entitled to receive dividends, a portion of THE COMPANY profits, either at a fixed rate or as a minimum (0.5%) of net income. THE INVESTOR may be granted voting rights on significant corporate matters, such as electing directors, approving mergers and acquisitions of THE COMPANY ,

6. DUTIES AND OBLIGATION OF THE COMPANY:

THE COMPANY shall alter the Memorandum and Articles of Association of THE COMPANY as may be reasonably required by THE INVESTOR, from time to time to give effect to the provisions of this Agreement and/or any further agreements executed between the Parties.

THE COMPANY shall ensure that all the properties and assets of THE COMPANY are duly insured against all risks and Force Majeure events as may be necessary having regard to the nature of THE COMPANY business;

THE COMPANY will ensure that they will not do the following without the prior written approval of THE INVESTOR:

1. Borrow or draw long term or short term loans from other entities/individual
2. Enter into any financial transaction within the existing Directors/creditors of THE COMPANY
3. THE COMPANY shall place before THE INVESTOR for review any transactions in relation to the THE COMPANY with their Affiliates, Relatives and/or joint ventures, and the same shall be subject to the independent prior written approval of THE INVESTOR.
4. SUBSEQUENT ROUNDS OF FUND RAISING:

THE COMPANY will raise funds to meet short fall in the fund requirement, if any, for meeting the revenue and profit projections given in the Projected Performance initially from their own sources. The funds to be brought by the Promoters or by THE COMPANY from other sources will require prior approval from THE INVESTOR.

These funds may be raised from other investors (such other investors investing in any subsequent rounds of fund raising hereinafter referred to as “the New Investor/s”) only after prior written approval of THE INVESTOR.

8. INSPECTION:

THE INVESTOR shall have the mutually non-exclusive and independent right to have access to all the places of the Project/s and pertaining records of THE COMPANY, as may be required; and THE COMPANY undertakes to permit the authorized representatives and/or advisors and/or consultants of THE INVESTOR (“THE INVESTOR’ Representatives”) to carry out technical, financial and/or legal inspection and to provide full co-operation, assistance and access to its records, register and accounts to THE INVESTOR Representatives deputed for the purpose of any such inspection.

9. WARRANTIES :-

THE COMPANY warrants that its financial statements fairly present, in all material respects, its financial condition and results of operations as of the date thereof and for the periods covered thereby, in accordance with [applicable accounting standards]. THE INVESTOR warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has the full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated

10. ACCOUNTS:

THE COMPANY shall implement all mandatory accounting standards, Generally Accepted Accounting Principles, Applicable Indian Accounting Standards and pronouncements issued by the Institute of Charted Accountants of India, and other relevant authorities from time to time.

THE COMPANY shall appoint an internal auditor in terms of provide the information required by the Investor’s directly to THE INVESTOR. The terms of reference for internal audits shall be finalized to the satisfaction of THE INVESTOR, from time to time.

THE INVESTOR will have full right to review, discuss, and suggest modifications in all the accounting policies of THE COMPANY or any of them, if so desired by THE INVESTOR.

THE COMPANY is bound to maintain the accounts complying with various applicable laws of the Land, as applicable from time to time.

11. THE COMPANY RIGHT’S AND OBLIGATIONS:

THE COMPANY shall operates its business in good faith and in accordance with the  laws of INDIA. THE COMPANY shall ensure that agreed upon(…….) percentage of profits is allocated to charity works. THE COMPANY retains the right to manage its international operations including but not limited to hiring marketing and strategic business decisions

12. INTELLECTUAL PROPERTY RIGHTS:

Intellectual Property Rights shall mean collectively or individually, the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired:

• patents, patent applications, patent disclosures, patent rights, including any and all continuations, continuations-in-part, divisions, re-issues, re-examinations, utility, model and design patents or any extensions thereof;
• rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations;
• rights in trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress;
• rights relating to the protection of trade secrets and confidential information
• internet domain names, internet and world wide web (WWW) URLs or addresses;
• mask work rights, mask work registrations and applications thereof; and
• all other intellectual, information or proprietary rights anywhere in the world including rights of privacy and publicity, rights to publish information and content in any media,

13. CONFIDENTIALITY :

Confidentiality of the information: During the subsistence of this Agreement, each Party and/or its Affiliate(s) shall receive and maintain all Confidential Information (as defined hereinafter) in the strictest confidence and trust.

Confidential Information: For purposes of this clause, “Confidential Information” shall mean with respect to any Party any information (verbal or documented) relating to the business and affairs, Intellectual Property Rights, trade or technical secrets, proprietary information or any other confidential information relating to such Party which is specifically identified by such Party at the time of the disclosure as being confidential or proprietary.

The term “Confidential Information” in this Agreement shall specifically include any tangible expression of such information, including, without formulae, process, photographs, plans, drawings, , journals, , computer programs, samples, models, prototypes and mock-ups relating thereto, and shall further include any confidential or proprietary information owned by any other person or entity and furnished by such other person or entity pursuant to an undertaking to maintain the same in confidence.

Exceptions: Notwithstanding anything contained in this Agreement to the contrary, the restrictions covered under this Agreement for the use or disclosure of Confidential Information shall not apply to any information:

• Which is independently developed by the receiving party or any Affiliate or lawfully received free of restriction from another source having the right to so furnish such information; or
• Which is in the public domain or, after it has become generally available to the public without breach of this Agreement by the receiving party or any Affiliate; or
• which the disclosing party agrees in writing is free of such restrictions; or
• which is required to be disclosed to any court, tribunal or governmental, statutory or other authority in terms of any Law;
• which is required to be disclosed by the Investor and / or THE COMPANY for promotional purpose.

14. INDEMNIFICATION :

THE COMPANY agree and undertake to indemnify and save harmless THE INVESTOR to the fullest extent lawful from and against any and all actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including without limitation attorney’s fees and disbursements) hereinafter collectively referred to as “Loss”) relating to or arising out of: .

• Any inaccuracy in or breach of the Representations and Warranties, covenants or agreements made by THE COMPANY herein;
• Any other conduct by or of THE COMPANY or any of their employees or agents as a result of which, in whole or in part, any Indemnified Person is made a party to, or otherwise incurs any loss pursuant to, any action, suit, claim or proceeding arising out of or relating to any such conduct; or
• Any action or proceedings taken against an Indemnified Person in connection with any contravention or alleged contravention of any Laws including, without limiting the generality, the Foreign Exchange Management Act, 1999, laws relating to provident fund, gratuity, labor, environment and pollution by THE COMPANY

If an Indemnified Person makes a claim under this clause for payment or reimbursement of expenses, the same shall be paid or reimbursed promptly against the indemnified Person providing relevant information and supporting documents evidencing its claim

The agreements contained in this clause shall be in addition to any other rights of the Indemnified Person against THE COMPANY or others and the liability of THE COMPANY under this clause shall be in addition to any other liability that THE COMPANY might otherwise have to the Indemnified Person under this Agreement, at Law or otherwise.

15. SPECIAL CONSULTANTS:

THE INVESTOR shall have the right to require THE COMPANY to have a business, financial, tax or legal review of THE COMPANY and its Affiliates conducted from time to time. The review shall be conducted by one or more independent professionally qualified consultants recommended by THE INVESTOR and the scope of work of such consultant shall also be decided by THE INVESTOR. Such consultant shall be appointed by THE COMPANY and the costs and expenses for conducting such annual review shall be borne by THE  INVESTOR . THE COMPANY shall provide all co-operation and assistance to such independent consultant and make available all documents and relevant information with respect to THE COMPANY and its Affiliates to such consultant to enable him to perform such review.

16. TERM OF THE AGREEMENT:

This Agreement shall become binding on the Parties on and from the date first above written and both the Parties agreed to fix the Term of this Agreement is 18 months from the date or sale of entire saleable area in the invested Project/s, Which comes earlier to be considered as Term of this Agreement.

In addition to that , this Agreement shall cease to operate with respect to THE INVESTOR upon the sale by THE INVESTOR of his investment and transfer his rights.

Provisions of this Agreement relating to Representations and Warranties, Indemnification, Arbitration, Confidentiality and any other provision which by its very nature is such as shall survive after the term of this Agreement, shall survive the term of the Agreement.

Notwithstanding anything contained in this Agreement, the expiry of this Agreement shall not limit or otherwise affect the right of any party to enforce any right or have any remedy against any breach of this Agreement, which may have arisen before the expiry.

17. TERMINATION:

The parties may terminate this agreement giving a prior written notice of 60 days under the circumstances on failure of THE COMPANY to fulfill the terms of this Agreement or breach of any other term of the Agreement, in this case THE COMPANY shall compensate to THE INVESTOR for damages occurred from this non performance or failure on the part of Investor to fulfill the terms of this Agreement or breach of any other term of the Agreement, in this case the Investor shall compensate to THE COMPANY for damages occurred from this non performance.

Occurrence of a “force majeure” situation, according to Clause 1 (h)  that prevent the parties from continuing the fulfillment of the Agreement neither party will not be liable to each other. This Clause only speaks about the damages incurred upon the failure of the Parties and it never prevail refund of the investment amount.

18. ENTIRE AGREEMENT:

This Agreement constitutes the whole agreement between the Parties relating to its subject matter and supersedes any and all existing contracts, agreements and understandings between the parties, whether written or oral, relating to the subject matter hereof.

19. ASSIGNMENT :

This Agreement and the rights and obligations hereunder are personal to the Parties and except to the extent permissible under this Agreement shall not be assigned to any third party, without the express prior written consent of the others.

20. SEVERABILITY :

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law in any jurisdiction, such invalidity, illegality or unenforceability shall not effect any other provision or any other jurisdiction, but this Agreement shall be served, reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained therein.

If this Agreement and / or any provision of this Agreement is found to be invalid, unenforceable or not binding as regards any particular Party or Parties for any reason whatsoever then, notwithstanding anything stated elsewhere, this Agreement and / or such provision (as the case may be) shall continue to be valid applicable and binding on and as regards all the other Parties to the Agreement.

21. NOTICES :

Any notice and other communications provided for in this Agreement shall be in writing and shall be first transmitted by facsimile transmission and then confirmed by postage, prepaid registered post with acknowledgement due or by internationally recognized courier service, in the manner as elected by the Party giving such notice. Language of the Notice is English/Tamil/HINDI.

1. a) In the case of notice to THE COMPANY at the registered office address .

b)In the case of notice to THE INVESTOR at the address of BASEETH, CHENNAI, TAMILNADU, CHENNAI.

22. GOVERNING LAW AND JURISDICTION:

This Agreement shall be construed in accordance with and be subject to and governed by the Laws of India. All legal proceedings arising out of or under this Agreement shall be subject to the exclusive jurisdiction of the competent Courts in Chennai, India.

23. ARBITRATION :

Any dispute, difference, question, issue or claim arising out of or relating to this Agreement or interpretation thereof or the breach or alleged breach thereof, or affecting this Agreement in any way (“Dispute”) shall be referred to arbitration.

Either Party shall be entitled to give 30 (thirty) days clear notice in writing to the others of its intention to refer the Dispute to arbitration (“Arbitration Notice”). In such an event, the dispute shall be decided by the sole arbitrator, who is appointed by THE COMPANY may, if it so deems fit proceed to decide the Dispute on the basis of the statement of claim or a statement briefly describing the nature of the Dispute and the reliefs claimed and the written statement or brief defense and/or counter claim, as the case may be, or require such further and other information and/or documents and/or statements as may be required by it to decide the Dispute and for this purpose grant such time (not exceeding 60 days) to the parties to the Dispute. The Arbitration Tribunal shall decide the Dispute and pass an award in accordance with the period fixed in the Arbitration and Conciliation Act. Subject to the procedure laid down herein, the arbitration shall be conducted, in accordance with and governed by the provisions of the Arbitration and Conciliation Act, 1996 or any modification thereof or amendment thereto.

The arbitration shall be held in Chennai, and English language shall be used in the arbitral proceedings.

Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of this Agreement to seek an injunctive relief.

24. WITHDRAWAL OF INVESTMENT :

THE INVESTOR wishing to withdraw their investment must submit a withdrawal request to THE COMPANY at least two month in advance. THE COMPANY reserves the right to process withdrawal requests based on the availability of funds and operational needs. Any withdrawal request made without sufficient notice will not be processed.

25. EXECUTION OF AGREEMENT:

This agreement is executed in duplicate.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE HANDS AND SEALS ON THE DAY, MONTH AND YEAR FIRST HEREIN ABOVE WRITTEN.