Severability - Draft Clause

Option 1

• If any part of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired by it.

Option 2

• In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.

Assignment - Draft Clause

No Party may assign or transfer or purport to assign or transfer this Agreement, in whole or in part, or any rights or obligations hereunder,without prior written consent of the other Party.

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Amendment, Modification and Waiver - Draft Caluse

This Agreement may be modified, amended or supplemented only by mutual written agreement of the Parties. Any Party may waive or delay the performances of any condition intended for its benefit. Each amendment, modifications, supplemental or waiver shall be in writing signed by the Part or parties to be charged. Any modification or amendment to the terms of this Agreement shall be valid only if it is reduced to writing and signed by or on behalf of each Party. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement prevents further exercise of another right or remedy.

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Entire Agreement - Draft Clause

This Agreement, the Schedules hereto and the agreements specifically referred to herein constitute the entire agreement among the parties specifically referred to herein constitute the entire agreement among the parties and supersede all prior agreements and understandings, oral and written, among the Parties in connection with the sale and purchase of the Business. In the event there is any conflict between such other agreements and any term or condition contained in this Agreement, this Agreement shall prevail.

Mediclaim Policy - Sec. 80D

1. Deduction for mediclaim premium has increased from 10,000/- to 15,000/- w.e.f. 1st April 2006.
2. A higher deduction up to Rs.20,000/- can be claimed from 1st April 2007, if at least one member in the family is senior citizen.
3. Mediclaim premium should be paid out of taxable income only. Hence the mediclaim premium should not be paid from the LIC maturity amount.
4. The amount is entitled for deduction provided the premium is paid not in cash.
5. Even an employer can claim as expense the mediclaim premium paid for his staff provided the same is paid otherwise than in cash.

Demerger

1. Shareholders holding 75% of the value of share become shareholders of the resulting company.
2. The resulting company issues shares to the shareholders of demerged company on a proportionate basis.
3. Gains arising out of transfer of assets is exempt in Capital gains tax as resulting company is Indian company.
4. Expenditure relating to demerger will be allowed as deduction equally for next 5 years.
5. Depreciation on assets of the resulting company will be calculated based on the number of days for which the assets have been held by the new company.
6. Actual cost of capital assets shall be the actual cost provided it dies not exceed
   
   

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Limited liability Partnership

Directors

For incorporating Limited Liability Partnership [LLP] at least 2 directors of the LLP must be based in India, of which one has to be based in India for more than 6 months.

Profession Tax

Director.

Non-resident director of a company registered in Maharashtra need to pay PT, even if the company does not carry out a business in Maharashtra.



Registration

Profession tax payer needs to register irrespective of number of employees working with it.

Trainees

Stipend paid to trainees do not attract PT

Shares - Fresh Issue

The Guidelines issued by SEBI for issue of fresh equity shares requires that

1. if the issue price is Rs.500 or more -- Face value of the shares may be below Rs.10/- but can not be below Rs.1/- per share.
2. if the issue price is Rs.500 -- Face value of the shares shall be Rs.10/- per share.

Shares - Split

Sub-division or Splitting of shares is carried out by passing an ordinary resolution in General meeting of shareholders.



As specified under section 95(1)(d) of the Companies Act, return in Form 5 be submitted to ROC within 30 days after sub-division of shares.