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History of Rahul Merchandising Ltd.

M/s Rahul Merchandising Limited was incorporated on March 9, 1993. The Comp. obtained the Certificate of Commencement of Business on 15th April, 1993 from ROC Delhi and Haryana at New Delhi. The Comp. has taken over the proprietorship concern M/s Rahul Industrial CorporatIon with effect from 1-12-1993. M/s Rahul Industrial Corporation was engaged in the business of garment export since 1985. Keeping in view the existence of other business ventures in the group in the same line of business, the main reason for promoting this Comp. was to take over the business of Rahul Industrial Corporation so as to obtain all the export benefits, goodwill, registrations etc. available to Rahul Industrial Corporation. Rahul Industrial Corporation was a Government Recognised Export House & enjoyed the privileges & benefits available to an existing export business e.g. quotas, licences exemptions etc which play a very crucial role in this business.

The main terms & conditions of agreement for taking over Rahul Industrial Corporation by Rahul Merchandising Limited are:

1. Rahul Merchandising limited [hereinafter referred to as Purchaser companys] will take over the existing business of Rahul Industrial Corporation [hereinafter referred to as Vendor companys] as on 1st December, 1993.

2. All assets, liabilities of Vendor Comp. will be taken over by Purchaser Comp. as on 1st December, 1993. The same will form part of agreement.

3. The assets of Vendor Comp. shall be taken over by Purchaser Comp. at the written down value as per the Income-tax records.

4. Purchaser Comp. shall further be liable for payments discharge & satisfaction of all the debts of parties hereto incurred in connection with and/or arising out of carrying of said business of firm Vendor Company.

5. Consideration for taking the assets & liabilities shall be paid to the erstwhile proprietor i.e. Mr. Suresh Mansharamani as per terms mutually agreed upon.

6. All expenses of this agreement shall be borne by Purchaser Company.

The Comp. has taken over the following assets & liabilities belonging of Rahul Industrial Corporation as a going concern owned by Suresh Mansharamani as a sole proprietor with ertect from 1-12-93 as per the agreement dated 1-12-93 for a total consideration of Rs.297.56 lacs as under.