INVESTMENT
AGREEMENT
BETWEEN
---------------------------
And
Agreement Date – _________
INVESTMENT AGREEMENT
This Agreement is entered into on this the _____________________________
Between,
1. --------------------------------Private Limited, a company incorporated under
provisions of the Companies Act, 1956 / 2013 with CIN --------------------- and
having its registered office at----------------------------------, IN (hereinafter referred to
as the “Entrepreneur” which expression shall, unless repugnant to the context or
meaning thereof, include its administrators, successors and assigns) of One Part
AND
2. Limited, a company incorporated under provisions of the
Companies Act, 1956 / 2013 with CIN and having its
registered office (hereinafter referred to as the “Investor”
which expression shall, unless repugnant to the context or meaning thereof, include its
administrators, successors and assigns) of Second Part
WHEREAS:
A. Entrepreneur is generally into contracting business and currently is in need of funds
for project investment, working capital as well as for its day to day operations.
B. Investor is generally into ______________ company and has surplus funds in its
hands to invest. Investor is looking for company having business
of______________________, in which he may invest his funds securely with or
without owning controlling stake and would get back his funds back after certain
period.
C. Accordingly, Investor has shown interest to invest his funds with Entrepreneur, and
both parties had several meeting and various representations.
NOW THEREFORE
In consideration of the foregoing and the respective covenants and agreements set forth in
this Agreement, the sufficiency and adequacy of which is hereby acknowledged,
the Investor hereby covenants to pay the Entrepreneur, in the form of investment at the times
and in the manner specified by the Agreement and intending to be legally bound hereby, the
Parties agree as follows:
The following documents attached hereto shall be deemed to form and integral part of this
contract:
1. The Agreement
2. Documents of Party of First Part (Contractor)
2.1. Copy of MOA
2.2. Copy of AOA
2.3. Copy of Certificate of Incorporation
2.4. Copy of PAN
2.5. Certified copy of Resolution passed in Board of Directors
2.6. Power of attorney
2.7. Copy of PAN of Authorised Signatory
3. Documents of Party of Second Part (Investor)
3.1. Copy of MOA
3.2. Copy of AOA
3.3. Copy of Certificate of Incorporation
3.4. Copy of PAN
3.5. Certified copy of Resolution passed in Board of Directors
3.6. Power of attorney
3.7. Copy of PAN of Authorised Signatory
ARTICLE 1
DEFINITIONS AND INTERPRETATIONS
1.1. Definitions
The words and expressions beginning with capital letters and defined in this
Agreement shall, unless the context otherwise requires, have the meaning
ascribed thereto herein, and the words and expressions defined in the Schedules and used
therein shall have the meaning ascribed thereto in the Schedules.
1.2. Interpretation
(a) references to any legislation or any provision thereof shall include
amendment or re-enactment or consolidation of such legislation or any provision
thereof so far as such amendment or re-enactment or consolidation applies or is
capable of applying to any transaction entered into hereunder;
(b) references to laws of India or Indian law or regulation having the force of law shall
include the laws, acts, ordinances, rules, regulations, bye laws or
notifications which have the force of law in the territory of India and as from time to
time may be amended, modified, supplemented, extended or re- enacted;
(c) references to a “person” and words denoting a natural person shall be construed
as a reference to any individual, firm, company, corporation, society, trust,
government, state or agency of a state or any association or partnership (whether or not
having separate legal personality) of two or more of the above and shall include
successors and assigns;
(d) the table of contents, headings or sub-headings in this Agreement are for
convenience of reference only and shall not be used in, and shall not affect, the
construction or interpretation of this Agreement;
(e) the words “include” and “including” are to be construed without limitation and shall
be deemed to be followed by “without limitation” or “but not limited to” whether
or not they are followed by such phrases;
(f) any reference to any period of time shall mean a reference to that according to Indian
standard time;
(g) any reference to day shall mean a reference to a calendar day;
(h) references to a “business day” shall be construed as a reference to a day
(other than a Sunday) on which banks in State are generally open for business;
(i) any reference to month shall mean a reference to a calendar month as per the
Gregorian calendar
(j) references to any date, period or Project Milestone shall mean and include such
date, period or Project Milestone as may be extended pursuant to this Agreement;
(k) any reference to any period commencing “from” a specified day or date and “till” or
“until” a specified day or date shall include both such days or dates; provided that if
the last day of any period computed under this Agreement is not a business day, then
the period shall run until the end of the next business day;
(l) the words importing singular shall include plural and vice versa;
(m) references to any gender shall include the other and the neutral gender;
(n) “lakh” means a hundred thousand (100,000) and “crore” means ten million
(10,000,000);
(o) ROI means return on investment committed by party of first part to party of
second part on the investment made by party of second part in party of first part
(p) “indebtedness” shall be construed so as to include any obligation (whether
incurred as principal or surety) for the payment or repayment of money,
whether present or future, actual or contingent;
(q) references to the “winding-up”, “dissolution”, “insolvency”, or “reorganisation” of
a company or corporation shall be construed so as to include any
equivalent or analogous proceedings under the law of the jurisdiction in which such
company or corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation, winding-
up, reorganisation, dissolution, arrangement, protection or relief of debtors;
(r) save and except as otherwise provided in this Agreement, any reference, at any
time, to any agreement, deed, instrument, licence or document of any
description shall be construed as reference to that agreement, deed,
instrument, licence or other document as amended, varied, supplemented,
modified or suspended at the time of such reference; provided that this Clause
shall not operate so as to increase liabilities or obligations of the Authority
hereunder or pursuant hereto in any manner whatsoever;
(s) any agreement, consent, approval, authorisation, notice, communication,
information or report required under or pursuant to this Agreement from or by any
Party or the Authority’s Engineer shall be valid and effective only if it is in writing
under the hand of a duly authorised representative of such Party or the Authority’s
Engineer, as the case may be, in this behalf and not otherwise;
(t) the Schedules and Recitals to this Agreement form an integral part of this
Agreement and will be in full force and effect as though they were expressly set out in
the body of this Agreement;
(u) the damages payable by either Party to the other of them, as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed
genuine pre-estimated loss and damage likely to be suffered and incurred by the Party
entitled to receive the same and are not by way of penalty (the “ Damages”);
and
(v) time shall be of the essence in the performance of the Parties’ respective
obligations. If any time period specified herein is extended for the reasons
specified in the Agreement, such extended time shall also be of the essence.
ARTICLE 2
INVESTMENT PATTERN AND DURATION
2.1. INVESTMENT SCHEDULE
Party of second part would make investment in party of first part in manner specified below
Stage Amount (INR
Crores) Time Remark
th
Stage 1 400.00 26 Dec, 2016 to In tranches with
December, mutual
st
31
2016 satisfaction of
both parties
th
Stage 2 400.00 15 March, 2016 After getting new
March, works in hands
st
to 31
2016 other than
specified in article
4
Sep, Final Tranche of
th
Stage 3 200.00 End of 30
2016 investment
Total 1,000.00
2.2. The Investment as specified in clause 2.1. of this clause shall attract an interest
rate of 0.50% p.a. payable in following manner after deduction of requisite TDS.
Period Payable on
th st st
25 December, 2018 to 31 March 2018 31 March 2018
st st st
1 April 2018 to 31 March 2019 31 March 2019
Every financial year starting from 1
st
Last of the financial year
st
April and Ending on 31 March
2.3. Contractor hereby agrees to make payment of interest / return on
investment as per manner specified in clause 2.2 of this agreement after
deduction of TDS as per relevant rates.
2.4. Investor hereby agrees to make investment as specified in clause 2.1
without any delay in payment schedule. Contractor has made it clear that in case
payment schedule is not followed strictly, financial viability of his company
may be under stress and may not perform as per his projections. Investor further
agrees that in case he does not follow the payment schedule as specified in clause
2.1 of this agreement, all the investment made by him will be forfeited and will
not be refunded back in any circumstances.
2.5. INVESTMENT PERIOD
Investment shall be made for period of 7 years, and repayment schedule will be as
follows
Repayment Stage Amount ( Rs in Crores) Due Date
st
Stage 1 250.00 31 December 2021
st
Stage 2 250.00 31 March 2022
st
Stage 3 250.00 31 March 2023
st
Stage 4 250.00 31 March 2024
Total 1,000.00
Article 3
OTHER TERMS AND CONDITIONS
3. Other general term and conditions of the agreement are as follows
3.1. Authorised signatory from Contractor hereby agrees to transfer 1 (one) share of
contractor company having face value of Rs. 10 to Investor company at par value.
3.2. All the investment made by investor shall be unsecured investment and shall not be
subjected to any mortgage, guarantee or security in whatever manner.
3.3. All investment shall be disclosed in books of accounts of contractor as part of
unsecured loan or inter corporate deposits.
3.4. All confirmation required for accounting purpose shall be issued by both parties
to confirm their balances in books at every quarter end and also any other time after
receipt of written request from other party.
3.5. Investor agrees not to interfere in day to day business of contractor and will not seek
any information from contractor in any case.
3.6. This agreement shall be subject to Pune Jurisdiction for any legal matter.
ARTICLE 4
PROJECTS IN HAND FOR CONTRACTOR
4. Below mentioned are current projects in the hands of contractor
Project Name with Project Cost Target date of
Address Completion
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED
THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.
SIGNED SEALED AND DELIVERED SIGNED SEALED AND DELIVERED
For and on behalf of For and on behalf of
Contractor (Party of First Part) Investor (Party of second Part)
Signature Signature
Name Name
Designation Designation
