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M/s Rahul Merchandising Limited was incorporated on March9 1993. The company obtained the Certificate ofCommencement of Business on 15th April 1993 from ROC Delhi& Haryana at New Delhi. The company has taken over theproprietorship concern M/s Rahul Industrial CorporatIonwith effect from 1-12-1993. M/s Rahul IndustrialCorporation was engaged in the business of garment exportsince 1985. Keeping in view the existence of otherbusiness ventures in the group in the same line ofbusiness the main reason for promoting this company was totake over the business of Rahul Industrial Corporation soas to obtain all the export benefits goodwillregistrations etc. available to Rahul lndusfrialCorporation. Rahul Industrial Corporation was a GovernmentRecognised Export House and enjoyed the privileges andbenefits available to an existing export business e.g.quotas licences exemptions etc which play a very crucialrole in this business.The main terms and conditions of the agreement for taking over RahulIndustrial Corporation by Rahul Merchandising Limited are1.Rahul Merchandising Ltd. (hereinafter referred to as Purchasercompany) will take over the existing business of Rahul IndustrialCorporation (hereinafter referred to as Vendor company) as on 1stDecember 1993.2.All assefs liabilities of Vend~r company will be taken over byPurchaser company as on 1st December 1993. The same will formpart of the agreement.3.The assets of Vendor Company shall be taken over by PurchaserCompany at the wriften down value as per the Income-tax records.4Purchaser Company shall further be liable for the paymentsdischarge and satisfaction of all the debts of the parties heretoincurred in connection with and/or arising out of the carrying ofthe said business of the firm Vendor Company.5.Consideration for taking the assets and liabilities shall be paFd tothe erstwhile proprietor i.e. Mr. Suresh Mansharamani as per termsmutually agreed upon.6All expenses of this agreement shall be borne by the PurchaserCompanyThe company has taken over the following assets and liabilitiesbelonging of Rahul Industrial Corporation as a going concern ownedby Suresh Mansharamani as a sole proprietor with ertect from 1-12-93as per the agreement dated 1-12-93 for a total consideration of Rs.297 56 laos as under