1 -
DEED OF PARTNERSHIP
THIS DEED of Partnership is made at.................... on this .................... day of ............... by and between: Shri ............................... aged about .............. years, son of Shri .................................. resident of ………………………………………… (Hereinafter to be called the First Party); Shri ............................... aged about ............... years, son of Shri .................................. resident of ………………………………………(Hereinafter to be called the Second Party); Shri ............................. aged about ................ years, son of Shri .................................. resident of (Hereinafter to be called the Third Party); Shri .......................... aged about ................. years, son of Shri .................................. resident of (Hereinafter to be called the Fourth Party);
WHEREAS the parties to this deed have been carrying on the business of ....................................... under the name and style of M/s. ......................... with its principal place of business at ............. on the terms and conditions incorporated in the Partnership Deed executed on .........................................
AND WHEREAS vital amendments have been made by the Finance Act, 1992 in the procedure for assessment of firm. Consequent to the said amendment, the parties to this deed had a meeting and have orally and mutually agreed to amend and alter some of the terms and conditions contained in the aforesaid partnership deed with effect from 1-4-1992.
AND FURTHER WHEREAS the parties to this deed have been carrying on the above said business in partnership on the terms and conditions orally and mutually agreed amongst themselves as aforesaid;
AND NOW WHEREAS the parties to this deed desire that the terms and conditions on which they have been carrying on the above said business in partnership since ...................... and propose to continue in future be reduced to writing to avoid future difficulties or misunderstanding.
NOW, THEREFORE THIS DEED WITNESSETH as under, incorporating the aforesaid amendment/ alteration in the terms and conditions of the partnership:
1. That the partnership business has been and shall continue to be carried on under the name and style of M/s. ....................................
2. That the partnership business has been and shall continue to be that of ................ with its principal place of business at .............. The parties by mutual consent may carry on business at such other place or places, in such other name or names and of such other nature or natures, as they may deem fit and proper from time to time.
3. That the amount lying to the credit of the partners as on 1-4-1992 shall be deemed as their capital investment. Further capital, loans or deposits looking to the needs/requirements of the partnership firm shall be arranged, invested or contributed by the partners.
4. That interest at the rate of 18% per annum or as may be prescribed under section 40(b)(iv) of the Income-tax Act, 1961 or any other applicable provisions as may be in force in the income-tax assessment of the partnership firm for the relevant accounting period or at a lower rate as may be agreed to by and between the parties from time to time shall be paid to the partners or credited to the partners on the amount standing to the credit of the account of the partners.
Such interest shall be considered as an expenditure of the firm and shall be debited to the Profit & Loss Account of the firm before arriving at the divisible profit or loss. The interest to persons other than partners shall be paid or credited to their accounts at the rate or rates as may be agreed to by and between the partners and such persons from time to time.
5. That Shri ................................ Shri ..................... and Shri ............................ the parties of the ....................... parts have agreed to keep themselves actively engaged in conducting the affairs of the business of the partnership firm. The said partners shall be working partners. It is hereby agreed to that in consideration of the said parties keeping themselves actively engaged in the business of the partnership firm and working as working partners, shall be entitled to remuneration.
The remuneration payable to the said working partners shall be computed in the manner laid down or deduction under section 40(b)(v), read with Explanation 3 of the Income-tax Act, 1961 or any other applicable provision as may be in force in the income-tax assessment of the partnership firm for the relevant accounting year. Such amount of remuneration shall be distributed between the said working partners in the following proportion:
A. Shri ................................ ....... per cent of such amount
B. Shri ................................ ....... per cent of such amount
C. Shri ................................ ....... per cent of such amount
The partners shall be entitled to increase or reduce the above remuneration and may agree to pay remuneration to other working partner or partners as the case may be. The partners may also agree to revise the mode of calculating the above said remuneration as may be agreed to by and between the partners from time to time.
6. That the parties hereto shall be true and faithful to each other and shall not do or cause to be done anything which may be detrimental to the interest of the firm.
7. That the parties shall keep or cause to be kept proper books of account and documents and shall make entries therein of all receipts, payments and other matters as is usually done and entered in the books of account kept by persons engaged in business similar to that of the firm. Each partner shall have a right to have access to and to inspect and take copy of the same.
8. That the partnership has been and shall be a partnership at will.
9. That the net profit of the partnership firm after deduction of all expenses including rent, salaries, other establishment expenses, interest and remuneration payable to the partners in accordance with this deed of partnership or any supplementary deed as may be executed by the partners from time, to time, shall be divided and distributed amongst the partners in the following proportion:
Sr. No. Name of Party Share in profits
1.
2.
3.
4.
The losses, if any, including loss of capital suffered in any year shall also be apportioned in the above said proportion.
10. That the bank account or accounts have been and shall be maintained in the name of the firm and shall be operated singly or jointly by the partners.
11. That the books of account shall be closed on 31st day of March each year. The net profit or loss after deducting all expenses, interest, remuneration, outgoings shall be divided between the parties in proportion to the sharing ratio referred to hereinabove.
12. That notwithstanding anything contained in the Indian Partnership Act it is hereby mutually agreed to by and between the parties that in case of death of any one or more partners, the firm shall not be dissolved but shall continue to be carried on by and between the surviving partners and legal heirs and/or representatives of the deceased partner, as a continuing concern, on the same terms and conditions as incorporated in this Deed or on such terms and conditions as may be agreed to by and between them from time to time. It is hereby further clarified that it shall be deemed as change in constitution and not succession.
13. That with respect to any matter connected with the affairs of the firm, which is not specifically provided for herein, the partners may make such agreements therefor and may set in such manner with regard thereto as may be agreed upon by and between themselves.
14. That if the partners deem proper and in their interest, they may admit any other person or persons as partners on the terms and conditions as may be mutually agreed amongst themselves.
15. That the partners to this deed are partners in their individual capacity/representing HUF styled as M/s. ..................................... The parties do not represent any other person.
16. All bonds, bills, notes, bills of exchange, hundies or promissory notes or other securities given on behalf of the partnership (except cheques) shall be signed, endorsed, accepted or executed jointly by all the partners and any bond, bill, note, bill of exchange, etc. to which any partner may be a party contrary to this provision shall be deemed to have been on the personal account of such partner and he shall pay and discharge the same out of his own moneys and indemnify other partners and the firm against payment thereof and against all actions, proceedings, costs, charges, expenses, claims and demands in respect thereof.
17. That the parties of ...................... part are not working partners but are only financing, dormant and sleeping partners. The parties of ....................... part need not be in charge of, responsible to the firm for the conduct of the business of the firm and need not take interest in day-to-day working and business of the partnership firm.
That the parties of the ............................ part shall not be liable to any criminal action for the business or working of the partnership firm or for the acts of the other partners or its employees or its representatives for and on behalf of or on account of the partnership firm or for the purposes of the partnership firm. The said partners shall not be liable for any liability, civil or criminal, against the partnership firm or other partners.
That the said partners shall not become and shall not be liable for any criminal action for any default or offence committed by other partners or employees or authorised representatives of the firm under the Income-tax Act, Customs Act, Foreign Exchange Regulation Act, Sales tax Laws or other Central or State Acts, laws, Rules or Regulations.
18. That the partners shall be entitled to modify the above terms relating to remuneration, interest, etc. payable to partners by executing a supplementary deed and such deed when executed shall have effect unless otherwise provided from the first day of accounting period in which such supplementary deed is executed and the same shall form part of this deed of partnership.
19. That all disputes and questions in ...................... connection with the partnership or this deed arising between the partners or between any one of them or their legal representatives and whether during or after the partnership, shall be referred to the arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996 then in force.
IN WITNESS WHEREOF the parties to this deed have set their hands on the day and year first above written and in the presence of:
First Party Second Party
Third Party Fourth Party
WITNESSES;
1.
2.
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2 - ANOTHER PARTNERSHIP DEED
THIS DEED of Partnership made at.................. this .............. day of ...........…...., 2000, between A, son of O of Bombay Hindu inhabitant, resident of ............................... of the ONE PART, B, son of E of Bombay Hindu inhabitant resident of .............................. of the SECOND PART and Mrs. C, wife of F, of Nagpur Hindu inhabitant, resident of .............................. of the THIRD PART.
WHEREBY IT IS AGREED that the parties hereto (hereinafter together called the partners) shall become partners in the business of ............... for the term of .............. years with effect from ............. upon the terms and conditions hereinafter contained namely:
(1) The partnership shall be carried on in the name and style of M/s.
............................................................................
(2) The partnership business will be carried on at ................ and/or at such other place or places, as shall be agreed to by the partners from time to time.
(3) The capital of the partnership shall be Rs. .................... which shall be contributed by the partners in the following proportions.
First Party 40% Rs . ...................
Second Party 40% Rs . ...................
Third Party 20% Rs . ...................
The further capital if any required by the partnership shall be brought by the partners and such additional capital brought by the partners shall be treated as loan to the firm and shall be paid interest @ ............ % p.a. out of the gross profits of the firm.
(4) The partners may agree to increase the capital of the firm by bringing in additional contribution in the proportion of the shares held by them in the initial capital of the firm. At the time of increase of the capital, the additional capital of the partner or partners may be adjusted against the increased capital.
(5) The bankers of the partnership shall be ..................... Branch ................ The bank account of the firm shall be operated upon by any partner.
(6) The net profits of the business shall be divided between the partners in the proportion of the capital and they shall bear all losses including loss of capital in the same proportion.
(7) The firm shall maintain usual account and other books at the place of business and they shall be kept properly posted up to date and shall not be removed from the place of business without the consent of all the partners. Each partner shall have free access to the books of account of the partnership at all times and shall be entitled to make such copies or extract therefrom as he may think fit.
(8) The First and the Second Party shall devote their whole time and attention to the interests of the business and shall be the working partners. They shall be entitled to equal remuneration for their working out of the amount computed in the manner laid down under section 40(b) of the Income-tax Act, 1961. The remuneration so computed shall be worked out and credited in the books of account, at the close of the accounting year period.
(9) Each partner shall-
(i) Be just and faithful to other partners in the transactions relating to partnership business;
(ii) Pay his separate debts and indemnify the other partners and assets of the firm against the same and all other proceedings, costs, claims or demands in respect thereof;
(iii) Give full information and truthful explanations of all matters relating to the affairs of the partnership to ail the partners at all times.
(10) No partner shall without the consent of the other partners-
(i) Engage in any other business directly or indirectly.
(ii) Lend money or give credit of the goods of the firm to whom the other partners have previously forbidden him to trust.
(iii) Mortgage, charge or assign his share in the assets or profits of the firm.
(iv) Draw, accept or indorse any bill of exchange or promissory note on account of the firm.
(v) Engage, remove or dismiss any apprentice, employee or agent of the firm.
(vi) Give any security or promise for the payment of money on account of the firm except in the ordinary course of business.
(vii) Give bail, bond or guarantee or become surety for any person or do or knowingly suffer any thing to be done where the partnership property may be endangered.
(viii) Buy, order or contract any property or goods for the firm exceeding Rs. ......................
(ix) Sign any cheque on behalf of the firm to, a sum exceeding Rs. .............
(x) Compromise or compound or, release or, discharge any debt due to the partnership.
(11) The accounts of the partnership shall be maintained according to the financial year, from 1st April to 31st March and general account shall be taken of all the capital assets and liabilities to, the time being of the partnership as on ................. in each year and a balance sheet and profit and loss account shall be prepared by M/s. ....................... Chartered Accountants or any other Chartered Accountants to be agreed upon by the partners and a copy thereof shall be furnished to each of the partners, who shall be bound thereby, unless some manifest error shall be discovered within six months, in which case such error, shall be rectified. Immediately after the preparation of the said balance sheet and profit and loss account, the net profits less sums drawn by the partners shall be divided to the partners.
(12) Each partner, shall be entitled to ................ weeks holiday in each year and all the partners shall make choice of the holiday alternatively.
(13) A new partner, may be introduced with the consent of all the partners on such terms and conditions as the partners agree with the Person to be introduced as a partner, in the firm.
(14) On the death of any partner, during the continuance of the partnership, the firm shall not be dissolved, the surviving partners shall have the option to purchase the share of the deceased partner, in the partnership business and the property and goodwill thereof. The purchase price of the share of deceased partner shall be the amount at which such share shall stand in the last balance sheet which shall have been prepared prior to the death of the deceased or in the event of the death of either, partner before the preparation of the first balance sheet the sum credited to him as his share of capital, and interest at the rate of ............. % p.a. thereon in lie. of profit from the date of the then last preceding annual account up to the date of death of the deceased. The partner, purchasing the share of the deceased partner, shall also enter, into a covenant to indemnify the personal representatives of the deceased partner from the existing and future debts, obligations ant liabilities of the partnership.
(15) It a partner retires or becomes insolvent, then the partnership will not be dissolved, and the remaining partner, shall have the option to purchase the share of such partner and the purchase price shall be calculated as given in the preceding clause.
(16) All outgoings and expenses of the partnership and all losses or damages incurred, interest payable for any loans received and taxes, etc. shall be paid first out of the profits, next out of capital and in the case of further deficiency, by the partners in the shares in which they are entitled to the net profits of the partnership business.
(17) All partnership moneys, bills, notes, cheques and other instruments received by the partnership shall as and when received be paid and deposited in the bank to the credit of the firms' account, except such sums as are immediately required to meet the current expenses of the partnership firm.
(18) All transactions of the firm shall be done in the name of the partnership and all goods shall be purchased or sold in the firm name. All the bills, vouchers, delivery notes, receipts, etc. shall be issued in the name of the firm.
(19) If any partner shall assign, charge or encumber his share in the partnership or shall become bankrupt or a lunatic or otherwise permanently incapable of attending to the partnership business or shall absent himself from the partnership business for more than ............. days, in any period of the twelve months except during his annual holiday without the consent of the other partners, or commit any breach of any of the provisions of this agreement or commits any criminal offence or do or suffer any act which would be a ground for the dissolution of the partnership by the court and in any such case it shall be lawful for the other partners by notice in writing to the offending or incapacitated partner or his trustee or official assignee to determine the partnership whereupon the partnership so far as concerns such partner shall determine and the other partner shall have the option to purchase his share and pay the purchase price to the offending partner or his trustee or official assignee in accordance with clause 14 hereof.
(20) Upon the determination of the partnership by efflux of time or in the case of death, retirement or expulsion of a partner from the partnership, the surviving or other partner shall not exercise the option of purchasing the share and interest of the deceased, retired or expelled partner or the partnership is determined by any other event not herein otherwise provided, a full and general account of the assets, credits, debts, liabilities of the partnership shall be taken and the assets and credits shall be sold, realised and the proceeds shall be applied in paying and discharging debts, liabilities and expenses of and incidental to the partnership business and the winding up affairs of the partnership affairs and subject thereto in paying to each partner any unpaid profits which may be due to him and his share of the capital and the balance of such proceeds shall be divided between the partners in the shares in which they are entitled to the net profits of the partnership and the partners shall execute, do or cooperate in all necessary or proper instruments, acts, matters and things for effecting or facilitating the sale, realisation and getting in of the partnership assets and credits and the application and division of the proceeds thereof and for their mutual release or indemnity or otherwise.
(21) Upon the determination of the partnership, each partner shall have the option to purchase the goodwill of the partnership on a price as agreed to by the partners, and if no partner exercises the option to purchase the goodwill, the same shall be sold to a willing purchaser, PROVIDED THAT it upon any such determination as aforesaid of the partnership, the business thereof shall be sold as a going concern, the goodwill shall be sold along with the business. No partner (unless he is the purchaser of such business) shall directly or indirectly carry on or be concerned or interested in a similar business in his own name in the locality of the firm within a period of ................... years from the completion of sale of goodwill. The value of the goodwill shall be considered as an asset of the firm and will be added to and form part of the sum payable to all the partners on the dissolution of the partnership.
(22) All disputes and differences whatsoever which shall arise between the partners or between the partners and the personal representatives of the deceased partner relating to any matter whatsoever touching the affairs of the partnership or the interpretation of this agreement and whether before or after the determination of the partnership shall be referred to a single arbitrator, if the parties agree upon one, otherwise to three arbitrators one to be appointed by each party to the difference in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force.
(23) All the other matters for which no provision is made in this deed, shall be decided by the majority of the partners for the time being of the partnership.
IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.
Signed and delivered by the within named A
Signed and delivered by the within named B
Signed and delivered by the within named Smt.C
WITNESSES;
1.
2
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3 - PARTNERSHIP AGREEMENT BETWEEN ADVOCATES
THIS DEED of Partnership made at ........................ this ............... day of .........................., 2000, between A son of ............................ resident of ........................... of the FIRST PART, B son of ........................ resident of ................. of the SECOND PART, C son of ....................... resident of .................. of the THIRD PART, and D son of ................... resident of ............... of the FOURTH PART.
WITNESSETH THAT the parties hereto shall be and become partners on the following terms and conditions:
(1) The said partners will carry on the business of Advocates in partnership at ............... under the name and style of M/s. .................................................. with effect from .............
(2) The partnership shall be for a period of ................ years unless previously determined in the manner hereinafter provided.
(3) The capital requisite for carrying on the partnership business is Rs. ...................... which shall be contributed by all the partners equally. Any further capital required from time to time shall be contributed by the partners in equal shares.
(4) The partnership firm shall open an account with .................. Bank ................................... Branch ............................... or such other bank as the partners shall from time to time agree upon.
(5) All partnership moneys, cheques, pay orders, demand drafts and other instruments for money shall as and when received be paid into or deposited in the bank to the credit of the partnership account. The moneys received by the firm or any partner on behalf of the firm of any client or third person shall forthwith be deposited in the said bank to a separate clients account to be kept by the firm.
(6) Proper books of account and diaries shall be kept by the partners at the business premises and the same shall be available for inspection by all the partners at all times.
(7) Each partner shall make full and proper entries of all business transacted by him on account of the partnership and cheek up the bills for all such matters.
(8) Each partner shall devote his whole time and attention to the partnership business and no partner shall, without the consent of the other partners engage in any other business or hold any office or appointment, provided that each partner can provide free and voluntary service to his friends or relatives.
(9) Each partner shall be entitled to ...................... days holiday in each year, and to absent himself from business to ................... days consecutively or otherwise in each year. If the period of absence of any partner exceeds ................ days, his share of the net profits of such year shall be considered as divided into 365 parts and for every day on which such partner shall have been absent in excess of such .............. days, one of such parts shall be divided equally between all the partners for the time being (including the partner so absenting himself).
(10) Each partner shall be entitled to draw a sum of Rs. ................. every month on account of his accruing share of the net profits for the current year. If in any year the aggregate amount drawn out by any partner shall be found to exceed the amount of his share in the net profits on taking of the annual account, he shall forthwith repay the excess to the partnership.
(11) No partner shall pledge and credit the partnership except in the usual and regular course of the business or conduct any business for any person, company or firm, whom the other partners shall have previously in writing, forbidden him to deal with.
(12) The firm shall not charge for acting as Advocates for a partner or the wife or any child or children of a partner or his, her, or their trustees, except out of pocket expenses or costs recovered against other parties in any proceedings or out of any estate or property the subject of any such proceedings and any costs recovered shall be credited to partnership account.
(13) No partner shall without the written consent of the other partners:
(a) Engage directly or indirectly in any business other than that of the partnership.
(b) Engage or dismiss any clerk, junior or any other employee of the partnership or take any junior, except hereinafter provided.
(c) Employ any of the moneys of the partnership or clients or pledge the credit of the partnership except in the ordinary course of business and upon the account or for the benefit of the partnership.
(14) Each partner shall be entitled at any time to receive one junior to enable the latter to qualify as an advocate without paying any premium.
(15) The general account and balance sheet shall be taken and made as at the close of each year ending on the 31st March and after the taking of the account, the same shall be audited by M/s. ..................................... Chartered Accountants, whose audit shall extend to the separate clients account and to all properties belonging to any client which are in the possession or custody of the firm.
(16) The net profits appearing on each such yearly account shall be divided in equal shares and such profits less such sums as may have been previously drawn on account by such partner, may be withdrawn by the partners respectively entitled thereto, as and when there shall be money at the said bank available for that purpose over and above the moneys necessary for the current expenses of the partnership business. However, if on taking annual account, it is found that any partner has drawn out more than the share of profits as ascertained thereby, he shall repay the excess to the partnership within ................. days from the date of preparation of final annual account.
(17) Each of the partner shall be entitled to nominate one son in the partnership business and the nominee will work as junior advocate in the firm at a salary of Rs . ................. p.m. and on the partner retiring from the firm or on death of the partner, the nominee, if then duly qualified as an Advocate, shall be admitted a partner and will be entitled to his appointed share; Provided that if the nominee shall not be duly qualified or shall refuse or have refused by reason of death or otherwise have become unable to accept such nomination and become a partner then in any such case, such nomination shall be void and of no effect and his share shall be dealt with in accordance with the provisions hereinafter mentioned. Upon the admission of any such nominee as a partner, he shall be bound by the provisions of this deed so far as applicable and he shall execute a deed covenant to perform and observe the same, if required by the other partners.
(18) If any partner dies during the continuance of the partnership and his son does not become partner of the firm due to any reason, the share of the partner so dying shall be purchased by the surviving partners and he shall pay the purchase price to the legal representatives of the deceased within three months from the death of the deceased partner. For calculating the purchase price, an account and balance sheet shall be taken up to the day of the death from the last previous annual account and the share in the capital and assets of the partnership including goodwill, office furniture, books and office papers shall be ascertained and the said sum along with the sum which upon '3 0 taking of such account and balance sheet shall appear to be due to the deceased partner in respect of undrawn profits drawn to the date of his death shall be the purchase price. The value of the goodwill of the partnership business shall be taken to be a sum equal to two years purchase of the average net profits of the business for the three years next preceding the date of valuation as appearing from the annual accounts for those three years.
(19) On the death of the partner, the surviving partners will execute in favour of the legal representatives of the deceased partner, indemnity against the debts, liabilities, and obligations and the legal representatives shall also execute proper deeds and other instruments for vesting the share of the deceased partner in the partner or partners entitled thereto under the provisions of this deed.
(20) If either partner shall commit any breach of any of stipulations contained in this deed or if a partner becomes insolvent or shall become of unsound mind or incapacitated from attending to the partnership business for .................. months consecutively or if any partner retires, the partnership shall not dissolve and the provisions contained in clauses 18 and 19 hereof shall apply, provided that on the retirement of any partner from the partnership, he shall enter into a covenant with the continuing partners that he will not open an office or practice in the ................................ city or in or at any place within a radius of ........................ kms. measured in a straight line from ................... either in his own name or as a partner in any other firm.
(21) The notice to the parties under this deed shall be deemed to be duly served, if the same shall be delivered to him personally or sent by post in a registered letter addressed to him at his usual or last known place of abode in India.
(22) If the partnership is determined by a notice by any partner or by any means not hereinbefore expressly provided for then, the partnership shall be wound up and assets distributed as provided by the Partnership Act, 1932.
(23) All disputes and differences which shall arise between the partners or between the partners and legal representatives of one or more partners or between their respective legal representatives and whether during or after the determination of the partnership relating to the rights and liabilities or interpretation of this deed or to any act or omission of either party or matter or things done or to be done in pursuance hereof, such disputes and differences shall be referred to arbitration and award of Shri ............................. and his decision and award shall be final and binding upon the parties.
IN WITNESS WHEREOF, the parties have hereunto set and subscribed their respective hands the day, month and year first above written.
Signed and delivered by the within named A
Signed and delivered by the within named B
Signed and delivered by the within named C
Signed and delivered by the within named D
WITNESSES;
1.
2.
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4 - AGREEMENT ADMITTING MINOR TO THE BENEFITS OF PARTNERSHIP
THIS AGREEMENT made at ............... on this......... day of ..........., 2000, between A son of ............... resident of ......................... of the FIRST PART, B son of .................. resident of .................. of the SECOND PART and C son of .................... resident of ................. of the THIRD PART.
WHEREAS the parties hereto are carrying on the business of .................... in partnership under the name and style of M/s. ................................... at ......................................... upon the terms and conditions mentioned in the Deed of Partnership dated ...................
AND WHEREAS the parties have agreed to admit the minors D and E to the benefits of the partnership.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. Shri D son of ............................................... minor (Date of birth), resident of .................................. shall be admitted to the benefits of partnership between A, 8, and 0 in terms of Deed of Partnership dated ............ from the date of these presents.
2. The net profits of the partnership shall be arrived at after providing for payment of remuneration to the working partners and interest to the partners as provided shall be divided among the partners in the following shares and proportion:
(i) A 30 paise in a rupee in the net profits 40 paise in a rupee in the net losses.
(ii) B 30 paise in a rupee in the net profit 40 paise in a rupee in the net losses.
(iii) C 30 paise in a rupee in the net profit 20 paise in a rupee in the net losses.
(iv) D 10 paise in a rupee in the net profits Minor's share.
3. It is also agreed that the said minor D shall be entitled to the benefits of partnership and shall not be personally liable for any obligations and liabilities of the firm but his share in the profits of the firm shall be liable for any obligations and liabilities of the said firm and pending the said minor attaining majority, his share in the profit of the partnership shall be accumulated to the credit of the minor, so as to be available to meet his share of loss, if any incurred by the firm at any time during his minority.
3. Subject to modifications made by this agreement, all other terms and conditions in the partnership deed dated ....................... executed between A of the one part, 8 of the second part and C of the third part shall, remain unchanged and shall be binding on all the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their respective hands the day, month and year first hereinabove written.
Signed and delivered by the within named A
Signed and delivered by the within named B
Signed and delivered by the within named C
WITNESSES;
1.
2.
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5 - AGREEMENT INTRODUCING A NEW PARTNER IN THE EXISTING PARTNERSHIP
THIS AGREEMENT made at ........................... this ............ day of ....................., 2000, between A, son of .................... resident of .............................. B, son of ........................... resident of ............................... (hereinafter collectively called the partners) of the ONE PART and C, son of .................................... resident of ................................ (hereinafter called the new partner) of the OTHER PART.
WHEREAS the partners are carrying on the business of ............. under the name and style of M/s. ................................................... at .................. in terms of Deed of Partnership dated ....................
AND WHEREAS on the request of the new partner, the partners have agreed to introduce him as a partner in the partnership and in consideration of the new partner contributing the sum of Rs. .............. towards the capital of the partnership of the partners. It is mutually agreed as follows:
1. This Agreement is supplemental to the deed of partnership dated .................... made between the said partners.
2. From the date hereof, the said new partner shall be a partner with the partners subject to the terms and conditions of the said partnership deed except in so far as the same are varied by this agreement.
3. The capital of the partnership shall be Rs. ........... contributed by the parties hereto in equal one-third shares and the partners shall be entitled to share the profits and bear the losses of the partnership in proportion to their respective shares in the partnership.
4. The old partners shall be liable for the debts, liabilities and obligations of the old partnership and they shall indemnity and keep indemnified the new partner and also all the assets and rights of the partnership firm against such debts, liabilities and obligations and against all proceedings, costs, claims and expenses in respect thereof.
5. Except as modified by this agreement, the said partnership deed of date ....................... shall hereafter be read and construed as if the same had been executed by the partners and new partner hereto.
IN WITNESS WHEREOF, the parties hereto have set and subscribed their hands, the day and year first hereinabove written.
Signed and delivered by the within named A
Signed and delivered by the within named B
Signed and delivered by the within named C
WITNESSES;
1.
2.
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6 - AGREEMENT MODIFYING THE PARTNERSHIP DEED
THIS DEED is made at ................ on this .................. day of ............., 2000, between A, son of ....................... resident of .................... of the ONE PART and B, son of ................... resident of ...................of the SECOND PART and C, son of ......................... resident of ................................... of the THIRD PART.
WHEREAS the parties hereto are carrying on the business of ............... under the name and style of M/s. ......................................... at .................... upon the terms and conditions contained in Deed of partnership dated ............................;
AND WHEREAS clause ............................ of the said partnership deed provides that all the partners will devote their whole time and attention to the business of the partnership;
AND WHEREAS clause ...................... of the said partnership deed further provides that no partner shall without the consent of the other partners engage directly or indirectly in any business other than that of the partnership;
AND WHEREAS A, one of the partners, has been offered an assignment by ................................ which shall be completed within a period of ..................... years and the said partner will have to stay in ....................... during the said period while undertaking the said assignment;
AND WHEREAS the said partner has requested for the consent of the other partners for acceptance of the assignment offered to him by ................... and they have agreed to give consent to A to accept the said assignment and it has been agreed that so long as he remains outside ................... for the said assignment, the partnership deed shall be varied in the manner and to the extent hereinafter appearing:
NOW THIS DEED WITNESSETH AS FOLLOWS:
1. This Deed is supplemental to the Deed of Partnership dated ..................... and made between the said parties.
2. During such period as the said partner A shall remain out of ............... for the assignment and does not attend to the business of the partnership, he shall be entitled only half his share of the net profits of the partnership instead of ................. % profits to which he is entitled under clause .................... of the Deed of Partnership and the balance of share of profits to which but for this deed the said A would have been entitled shall be divided between the other partners in equal proportion.
3. The said A shall not be liable to give account to the partnership for any remuneration or other advances received by him from the .................... for the said assignment.
4. A shall not be entitled to any remuneration from the partnership account during his absence pursuant to clause ......................... of any the Deed of Partnership.
5. The terms and condition of the Deed of Partnership dated ............. shall except in so far as the same are modified by this agreement, continue in full force and effect.
IN WITNESS WHEREOF the parties hereto have hereunto put and subscribed their respective hands ............................ the day and year first hereinabove written.
Signed and delivered by the within named A
Signed and delivered by the within named B
Signed and delivered by the within named C
WITNESSES;
1.
2.
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7 - DEED OF DISSOLUTION WHERE THE BUSINESS IS CONTINUED
BY SOME PARTNERS
THIS DEED of Dissolution made at ............................ this .............. day of ......................... 19......... between A, son of ................................... resident of ............................... and B, son of ........................ resident of ........................... (hereinafter collectively called as "Continuing Partners") of the ONE PART and C, son of ......................... resident of .......................... (hereinafter called as "Retiring Partner") of the OTHER PART
WHEREAS The parties hereto were carrying on the business of carrying on ................. under the name and style of M/s. ......................... at ........................... under the terms of a Deed of Partnership dated ........................... made between them.
AND WHEREAS the retiring partner has indicated his desire to retire from the
partnership.
AND WHEREAS the partners have agreed to dissolve the said partnership in the
manner hereinafter appearing.
NOW THIS DEED WITNESSETH AS FOLLOWS:
1. That the retiring partner shall retire from the partnership from the date of these presents, but the partnership between the continuing partners will continue on the terms of the said Deed of Partnership as modified by this deed.
2. That the accounts of the assets and liabilities of the said partnership have been taken and a Balance Sheet of the same has been prepared and signed by the partners showing the net value of assets of the firm at Rs. ................... after deducting the debts and liabilities thereof and the value of the share of retiring partner has been computed at Rs. ................ and the continuing partners have paid the said sum of Rs. ................ to the retiring partner vide D.D. No. ............... dated .................. drawn on ................... Bank ...................... .................. Branch, ........................ (the receipt whereof the retiring partner hereby acknowledges).
3. That in consideration of the said Rs. .................. paid by the continuing partners to the retiring partner, the retiring partner hereby assigns to the continuing partners all the share and interest of the retiring partner and in the goodwill, book debts, credits and all property, cash in hand and at the bank and chattels of or belonging to the partners hereto in connection with the partnership TO HOLD unto the continuing partners in equal shares absolutely.
4. The continuing partners hereby jointly and severally covenant, with the retiring partner to pay, discharge and fulfil all debts, liabilities and obligations of the partnership and at all times to indemnify and keep indemnified the retiring partner and his legal representatives, estate and effects and from all proceedings, costs, claims and expenses in respect thereof.
5. The retiring partner hereby covenant to execute such deeds or other documents as may be required for releasing his share and interest in the partnership and leasehold premises to the continuing partners.
6. The retiring partner hereby irrevocably appoints the continuing partners his attornies, in his name, solely or jointly with the continuing partners to collect all assets, and property of the partnership and to demand, sue, recover and receive and to sign and give full and effectual receipts and discharges for all the debts, estate and effects of or due or owing or in anywise belonging to the partnership and to settle all accounts and matters relating thereto and to compound, compromise or release all or any of the debts or claims belonging to the partnership and to institute suits, actions or other proceedings for compelling payments, discharge or delivery thereof and to appoint a substitute or substitutes for any of the purposes aforesaid from time to time and at any time to remove any substitute and generally to do all such acts or things as may be necessary or expedient for the vesting of rights and assets in the continuing partners hereby assigned.
7. The retiring partner shall not carry on or be concerned or interested in the business of ...................... within the city of .................. either, directly or indirectly, alone or jointly with or as director, manager, agent or employee of any other company, firm corporation or person.
8. The capital of the partnership shall belong to the continuing partners in equal shares and the profits and losses of the partnership (including profits and losses of capital nature) shall belong to and shall be borne by the continuing partners in equal proportion.
9. The continuing partners will give due notice of retirement of retiring partner through the gazette, newspapers and by circulars to all persons, firms and bodies with whom the partnership has had dealings. The continuing partners shall also file necessary forms with the Registrar of Firms ............... and Assessing Officer ................... regarding the retirement of retiring partner and change in the constitution of the said firm.
10. The said Deed of Partnership as modified by this deed shall remain in full force and effect as between the continuing partners.
IN WITNESS WHEREOF the parties have hereunto set their hands the day and year first above written.
Signed and delivered by the within named A
Signed and delivered by the within named B
Signed and delivered by the within named C
WITNESSES;
1.
2.
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8 - DEED OF DISSOLUTION, WHERE ONE PARTNER TAKES OVER
ASSETS AND LIABILITIES OF THE BUSINESS
THIS DEED made at ................. this ............ day of ............., 2000, between A, son of ..................................... resident of ....................................................... hereinafter referred to as retiring partner, of the ONE PART and B, son of ............................ resident of ............................... hereinafter referred to as continuing partner of the OTHER PART.
WHEREAS the parties hereto were doing the business of ................... at ............................... under the name and style of M/s. .......................................................... in terms of Deed of Partnership dated ..............................
AND WHEREAS on account of disputes and differences arising between them, the parties have decided to dissolve the partnership on the terms and conditions hereinafter appearing.
WITNESSETH AS FOLLOWS:
(1) The parties hereto hereby dissolve the partnership subsisting between them under the Deed of Partnership dated ...................... with effect from .....................
(2) The assets and liabilities of the partnership have been assessed and the final balance sheet and profit and loss account have been taken and both the parties have seen the said accounts and are satisfied about its correctness.
(3) The continuing partner has paid to the retiring partner a sum of Rs. .................. (the receipt whereof the retiring partner hereby acknowledges) as consideration of the share and interest of the retiring partner in the assets, stock-in-trade, goodwill and tenancy rights of the firm.
(4) The retiring partner as beneficial owner hereby assigns and releases unto the continuing partner ALL THAT the one-half share and interest of and in the business and stock-in-trade, assets and other personal chattels including the goodwill thereof TO HOLD the same unto the continuing partner absolutely for ever.
(5) The continuing partner hereby covenants with the retiring partner that he shall discharge all the debts, liabilities and obligations of the partnership and will at all times hereafter keep the retiring partner indemnified against the said debts, liabilities and obligations and from all actions, proceedings, costs, claims and demands in respect thereof.
(6) The retiring partner hereby covenants with the continuing partner that he shall not engage himself directly or indirectly in the business of ................................ for a period of ............................ years from the date of dissolution of the partnership.
(7) The retiring partner hereby releases the continuing partner and the continuing partner hereby releases the retiring partner from all actions, accounts, claims and demands in relation to the said partnership and from all the covenants and agreements contained in the said Deed of Partnership.
(8) The continuing partner hereby agrees and undertakes that he shall notify the dissolution of the partnership to the Registrar of Firms .................................... and also in the ..................... Government Gazette and in two newspapers within ..................... days from the date of execution hereof.
IN WITNESS WHEREOF the parties have hereunto set their hands, the day and year first hereinabove written.
Signed and delivered by the within named A
Signed and delivered by the within named B
WITNESSES;
1.
2.
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9 - FORM OF GIVING NOTICE OF CHANGE OF CONSTITUTION OF THE FIRM
Firm Name
Registered Address
I being a partner in the above mentioned firm .......................... an agent of a partner in the above mentioned firm .......................... a person specially authorised by a partner in the above mentioned firm to give notice in this behalf hereby give notice that-
(a) the constitution of the firm has changed as follows:
(1) Mr./Messrs. …………………………………………………..
of
has/have joined the firm as new partner/partners on
(2) Mr/Messrs. ……………………………………………………
of
has/have retired as partner/partners of the firm with effect from
(b) the said firm has been dissolved on …………………….
I declare that all the above particulars are true to the best of my knowledge and belief as on this date.
We/I also declare that up to the date of submission of this application there has not been any change in any of the particulars previously intimated save and except the change notified above.
Dated this .................. day of ................., 2000.
.........................
Signature
Certified that the person who has signed this notice has signed it in my presence and he has affirmed that the particulars furnished therein are true.
In the case of person not conversant with the English language, the contents of the above particulars have been explained to him in a language familiar to him and he has affirmed the truth thereof.
.........................
Signature of the witness
Notes:
(1) Strike out item (a) or (b) whichever is not applicable.
(2) Give dates according to the English calendar.
(3) In case there is only one person left the firm should be considered as dissolved and the form should be filled in accordingly.
(4) This notice must be signed by a partner or his agent specially authorised in this behalf in the presence of witness who must be a Gazetted Officer, a Justice of the Peace, a Magistrate, an Attorney of the High Court, an Advocate, a Pleader or a Chartered Accountant.
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10 - FORM OF GIVING NOTICE OF CHANGE IN THE NAME OF THE PARTNER
AND HIS PERMANENT ADDRESS
First Name
Registered Address
Notice is hereby given pursuant to section 62 of the Indian Partnership Act, 1932, that the changes specified below have occurred in this firm:
(a) Change in the name of any partner
in a registered firm:
Former name of partner
Name as now altered by the partner
Date on which he changed his name
(b) Change in the permanent address of
any partner in a registered firm:
Previous Address
Present Address
I declare that all the above particulars are true to the best of my knowledge and belief as on this date.
We/I also declare that up to the date of submission of this application there has not been any change in any of the particulars previously intimated save and except the change notified above.
Dated this ............... day of ...........................2000.
.........................
Signatures
Certified that the person who has signed this notice has signed it in my presence and has affirmed that the particulars furnished therein are true.
.........................
Signature of the witness
Notes:
(1) Strike out item not required.
(2) This notice must be signed by partner or his agent specially authorised in this behalf in the presence of witness who must be a Gazetted Officer, a Justice of the Peace, a Magistrate, an Attorney of the High Court, an Advocate, a Pleader or a Chartered Accountant.
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11 - FORM FOR NOTICE OF CHANGE OF ADDRESS OF THE FIRM
Firm Name
Registered Address
I, Shri ................................. hereby give notice pursuant to section 61 of the Indian Partnership Act, 1932, that the changes specified below have occurred in the firm:
(a) The firm has discontinued business at
(b) The firm has begun to carry on business at
I declare that all the above particulars are true to the best of my knowledge arid belief as on this date.
I/We also declare that up to the date of submission of this application there has not been any change in any of the particulars previously intimated save and except the change notified above.
Dated this ............... day of ............................ 2000.
.........................
Signature
Certified that the person who has signed this notice has signed it in my presence and he has affirmed that particulars furnished therein are true.
.........................
Signature of the Witness
Notes:
(1) Strike out item not required.
(2) This notice must be signed by a partner or his agent specially authorised in this behalf in the presence of witness who must be a Gazetted Officer, a Justice of Peace, a Magistrate, an Attorney of the High Court, an Advocate, a Pleader or a Chartered Accountant.
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12 - FORM FOR FURNISHING STATEMENT SPECIFYING ALTERATION IN THE FIRM NAME OR IN THE LOCATION OF THE PRINCIPALPLACE OF BUSINESS OF THE FIRM
We, the undersigned, being the partners of the firm of ..................................... whose registered address is at ........................................... hereby notify pursuant to section 60(1) of the Indian Partnership Act, 1932, that the changes specified below have occurred in this firm:
(a) Change in the firm name: New Name
(b) Change in the location of the principal place of business of the firm:
New place of business
We declare that all the above particulars are true to the best of our knowledge and belief as on this date.
I/We also declare that up to the date of submission of this application there has not been any change in any of the particulars previously intimated save and except the change notified above.
Dated this ................. day of ........................ 2000.
.........................
Signatures
Certified that the persons who have signed the statement have signed it in my Presence and they have affirmed that the Particulars affirmed therein are true.
........................
Signature of Witnesses
Notes:
(1) Strike out item not required.
(2) This statement must be signed by ail the partners or their agents specially authorised in this behalf in the presence of witness who must be a Gazetted Officer, a Justice of the Peace, a Magistrate, an Attorney of the High Court, an Advocate, a Pleader or a Chartered Accountant.
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13 - NOTICE OF RETIREMENT BY ONE PARTNER TO OTHER PARTNERS
Registered A.D.
Date .......................
To,
* .................................
.................................
* ..................................
..................................
Dear Sir,
I hereby give you notice under clause ...................... of the Deed of Partnership dated ......................... executed between me of the One Part and you both of the Second and Third Parts that 1 intend to retire from the partnership between us with effect from ..............................
Yours faithfully,
....................... A
Date: ..........................
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14 - PARTNERSHIP AGREEMENT BETWEEN TWO PARTNERSHIP FIRMS
THIS DEED OF PARTNERSHIP Is made at ... on this... day of... Between M/ s A B & Co. a partnership firm consisting of (1)... (2)... (3)... partners and carrying on business at ... hereinafter referred to as the Party of the First Part and M/s. X Y & Co. a partnership firm consisting of (1)… (2) ... (3).... (4).... as partners and carrying on business at ... hereinafter referred to as the Party of the Second Part, as follows
WHEREAS the Party of the First Part Is carrying on business at ... and the business consists of …………………...
AND WHEREAS the Party of the Second Part is carrying on business at... and the business consists of ……………….
AND WHEREAS the parties hereto have proposed to commence and carry on a third business In partnership on the following terms and conditions and have proposed to execute this Deed.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. The parties hereto agree to carry on the business hereinafter mentioned in partnership on the terms and conditions herein mentioned, in the name and style of M/s ……………....
2. The Partnership shall commence from the .... day of .... 19 ... and the period of the partnership shall be for three years from the date hereof.
3. The business of the partnership (hereinafter referred to as the 'Firm') shall consist of ... only and no other business shall be undertaken by the Firm except by mutual consent of all the partners.
4. The Office of the partnership shall be at ... The parties may open branches at such other places as they may be agreed upon.
5. Each of the parties of the First and Second Parts have contributed towards the initial capital of the firm a sum of Rs... In equal ... shares. The partners will contribute such further amounts towards the capital of the firm in equal .... shares as may be required from time to time. If any party of the First or Second Part or any partner of any of the said partnership individually shall contribute more amount than its share in the capital, it will be treated as a loan by that party to the Firm. The amounts of capital contributed or loans advanced by any partner or partners will carry Interest at the rate of 1 8% per annum or at such maximum rate as may be allowable as deduction from gross Income under the Income Tax Act for the purpose of calculating taxable income.
6. The net profits and losses of the firm will be shared by the parties of the First and Second Parts in equal shares or proportion. Net Profit will mean the gross profits earned in such year less the expenses of the management of the business including the rent of the premises of the firm Including outgoings In respect of the salaries and wages of the staff, commission paid to others, and all other expenses incurred In connection with the business. The share in the net profits and/or losses of each partner of the First Part and of the Second Part will be shared or distributed among the partners of each of the partners of the First and Second Part according to the partnership agreements between the partners of each of the parties hereto of the First and Second Part recorded in the deeds of partnership of their respective partnerships above mentioned.
7. The accounting year of the Firm will be from 1st April to 31st March of each Christian calendar year.
8. At the end of each accounting year an account of the business carried on by the Firm In that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss Account will be prepared and signed by the authorised representatives of each party hereto. If necessary or required by law the accounts will be got audited by a Chartered Accountant.
9. The Books of account and all other record of the firm will be always kept at the office of the Firm and will be open for inspection by any of the authorised representatives of the parties hereto at any time.
10. Each of the Party of the First and Second Part will be represented by any partner of that party duly authorised by the other partners of that party from time to time, and the authorised representatives alone will be entitled to attend to the business of the firm and the other partners of that party will not Interfere in the business of the Firm. The true copies of the resolutions of the partners of each of the Parties of the First and Second Part appointing their respective representatives, duly signed by all the partners of that party will be kept in the records of the Firm. The representative so appointed will act as the working partner for the accounting year for which he will be appointed as representative of his Firm. The working partners will be entitled to remuneration at the maximum rate allowable as deduction from gross income under the Income Tax Act for taxable income.' Such remuneration may be drawn every month or periodically as may be agreed upon. the aggregate drawn in a year not exceeding the maximum limit mentioned above.
11. In the event of any difference of opinion between the two authorised representatives, on any question relating to the business of the Firm the matter will be placed before a joint meeting of all the partners of each of the parties hereto of the First and Second Part and discussed. But the matter will not be decided on the basis of majority of the partners of both the partnerships but only on the mutual consent of all the partners.
12. Each of the Parties of the First and Second Part hereto will be entitled to change the constitution of its partnership by taking additional partner or partners in place of those retiring from the partnership or by reason of death or insolvency of any partner. but such change will be notified to the other Party hereto from time to time.
13. The expressions Party of the First Part will therefore mean and include the partners or partner for the time being of that partnership and the expression "Party of the Second Part" will also mean and include the partner or partners for the time being of that partnership. But no change In the constitution of the party of the First Part or the party of the Second Part will affect the terms and conditions of this Deed. All partners each of the party hereto for the time being shall be deemed to be partners of this Firm and the half share in the profits and losses of the Firm will shared by the parties of each of the Parties hereto In proportion to their shares in their respective firms being the Parties of the First and the Second Part hereto.
14. Each of the Party of the First Part and Second Part will be entitled to carry on its own business but none of them will carry on said business undertaken by this partnership, directly or indirectly during the continuance of this partnership.
15. All the working staff such as clerks. peons. accountants, cashier, salesmen and others will be appointed by the joint consent of the authorised representatives of the parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the authorised representatives.
16. Each of the Party hereto through its authorised representative shall-
(a) participate and attend to the business of the firm to the greatest common advantage of the firm.
(b) be just and faithful to each other.
(c) render true accounts and full information of all moneys affecting the Firm to the other.
(d) indemnify the Firm for any loss caused to it by wilful negligence or fraud In the conduct of the business.
(e) Not carry on any business similar to the business of the Firm anywhere without the consent of the other party.
(f) attend to the business of the Firm diligently and actively.
(g) Not withdraw any amount for his own or his partnerships benefit or use as remuneration or otherwise without the consent of the other Party hereto.
(h) be entitled to be indemnified by the Firm in respect of payment made and liabilities incurred by him - (i) in the usual and proper course of business of the Firm and (ii) in doing any act for protecting the Firm from loss in emergency.
17. All the tangible and Intangible assets of the Firm including the goodwill, stock-in-trade, benefit of business licenses and permits. benefits of contracts entered etc. will belong to the parties of the First & Second Parts in equal shares and the property of the Firm shall be used by the parties exclusively for the business of the firm.
18. Every Party shall account for the profit earned from any transaction of the Firm or for the use of the property in business transaction of the Firm.
19. Any Party of the First or Second Part or any partner thereof shall not. without the consent of the other -
(a) submit any dispute with any other person to arbitration or com- promise or relinquish the claim.
(b) withdraw any suit or legal proceedings filed by the Firm.
(c) admit any liability of the Firm.
(d) acquire or dispose of any immovable or moveable property, except the stock in trade in the ordinary course of business.
(e) enter Into partnership or other business unilaterally with any other person.
(f) assign or transfer his share or any interest in the Firm.
(g) admit any person as a partner in the Firm.
(h) borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the Firm.
(i) enter into any contracts except contracts in the regular course of business of the Firm.
(j) stand as a guarantor or surety for any person in the name of the Firm or for and on behalf of the Firm.
20. The parties shall open in the name of the Firm one or more accounts either current. saving or overdraft or cash credit with one or more banks as may be agreed upon by the partners and the account or accounts will be operated by the authorised representatives of the parties hereto jointly.
21. The Partnership shall stand dissolved on the expiration of the said period of 3 years unless by mutual consent the period is extended by any additional period in which event the partnership will continue on the same terms and conditions as are herein contained subject to such modification as may be mutually agreed.
22. Notwithstanding anything herein contained to the contrary if any of the Party of the First Part or the Party of the Second Part is or a majority of the partners of any of the parties hereto are adjudged insolvent or dissolved for any reason, this partnership will also stand dissolved.
23. On dissolution of the partnership hereby created accounts will be made of all assets, debts, and liabilities and subject to payment of the debts and liabilities, the net assets will be distributed between the parties, of the First Part and of the Second Part in equal shares.
24. This partnership will be registered under the Income Tax Act, 1961, and the Partnership Act, 1932 and the application for registration or a true certified copy of this deed will be signed by all the partners of both the parties hereto.
25. If any dispute or difference shall arise between the parties hereto touching the business of the firm or Interpretation of any provision hereof or otherwise, howsoever, relating to the Firm and its business, the same shall be referred to arbitration of a common arbitrator if agreed upon, failing which to two arbitrators one to he appointed by each party of the First Part and party of the Second Part, to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.
26. This Deed is executed In duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Other Part.
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.
Signed and delivered for and on behalf of the Party of the First Part by its partners (1) ... (2) ... (3) ... In the presence of ...
Signed and delivered for and on behalf of the withinnamed Party of the Second part by its partners (1) ... (2)... (3) ... (4)... in the presence of.
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15 - PARTNERSHIP AGREEMENT FOR A SINGLE VENTURE
THIS DEED OF PARTNERSHIP made at ... on this ... day of... between Mr. A residing at ... hereinafter referred to as the 'Party of the First Part' and Mr. B, residing at ... hereinafter referred to as the 'Party of the Second Part.'
WHEREAS the Party of the First Part who is a qualified Engineer and Contractor has almost secured a big contract of constructing a bridge and as he is not in a position to bring in all requisite finance. he has requested the party of the Second Part to join him in partnership with a view to carry out and complete the said contract.
AND WHEREAS the Party of the Second Part has agreed to do so and the parties have agreed to enter into this partnership on the terms and conditions herein after mentioned.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. The parties hereto agree to carry on the business hereinafter mentioned in partnership on the terms and conditions herein mentioned, in the name and style of M/s. .…………….
2. The partnership shall be deemed to have commenced from the ... day of... ………, 2000 and the period of the partnership shall be co-terminus with the completion of the said single business or adventure.
3. The business of the partnership (hereinafter referred to as the 'Firm') shall consist of carrying out and completing the work of construction of the bridge over the river at …………………..... In terms of the contract to be entered into with the Government of .……………………..
4. The office of the partnership shall be at .……………………..
5. The Parties have contributed towards the initial capital of the firm a sum of Rs. ... In equal ... shares. The party of the Second Part will contribute such further amounts as may be required from time to time for carrying out the said work and the amounts will be treated as a loan by him to the Firm carrying Interest at the rate of 18 per cent per annum.
6. The net profits and losses of the firm will be shared by the partners hereto in equal shares or proportion. Net profit will mean the gross profits earned in such year less the expenses of the management of the business including the rent of the premises of the firm. the outgoings in respect of the salaries and wages. of the staff. commission paid to others. interest payable on the amounts advanced by the Party of the Second Part and by other creditors if any and all other expenses incurred In connection with the business and allowable as deduction under the Income Tax Act.
7. The accounting year of the Firm will be from 1st April to 31st March of each Christian calendar year.
8. At the end of each accounting year an account of the business carried on in that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss Account will be prepared and signed by the partners. If necessary or required by law the accounts will be got audited by a Chartered Accountant.
9. The party of the First Part will act as the Manager Partner and will be in charge of the actual work of construction, and shall utilise all his technical knowledge in that behalf. He will be entitled to salary at the rate of Rupees ..... per month In addition to his share in the profits as well as a sum equal to .... per cent of the book profits annually as further remuneration for his technical skill and experience.
10. The Party of the Second Part will look after the financial side of the work as well as look after the administration of the Firm and its said business.
11. The books of account and all other record of the Firm will be always kept at the office of the Firm and will be open for Inspection by any of the partners hereto at any time.
12. All the working staff such as clerks, peons, accountants, cashier, salesmen and others and the technical staff will be appointed by the joint consent of the partners hereto and their wages and salaries and other emoluments will he fixed by mutual consent of the parties hereto.
13. Subject to what Is otherwise provided herein, each of the partners- hereto shall -
(a) participate and attend to the business of the firm to the greatest common advantage of the firm.
(b) be just and faithful to each other.
(c) render true accounts and full information of all moneys affecting the Firm to the other.
(d) indemnify the Firm for any loss caused to it by wilful negligence or fraud in the conduct of the business.
(e) Not carry on any business similar to the business of the Firm or any other business anywhere without the consent of the other partner/s.
(f) attend to the business of the Firm diligently and actively. (g) not withdraw any amount for his own profit, benefit or use as remuneration or otherwise without the consent of the other.
(g) be entitled to be indemnified by the Firm in-respect of payment made and liabilities incurred by him- (i) in 'the ordinary and proper course of business of the firm and (ii) in doing any act for protecting the Firm from loss In emergency.
14. All the tangible and intangible assets of the Firm Including the goodwill, stock-in-trade, benefit of business licenses and permits, benefits of contracts entered etc. will belong to the parties in equal shares but subject to the debts and liabilities of the Firm and the property of the Firm shall be used by the parties exclusively for the business of the firm.
15. Every party shall account for the profit earned from any transaction of the Firm or for the use of the property of the Firm.
16. At the end of every six months, the Party of the Second Part will be entitled to withdraw such amount as the funds of the Firm will permit, towards repayment of the principal amount of loan advanced by the Party of the Second Part to the Firm.
17. Any party hereto shall not, without the consent of the other-
(a) submit any dispute with any other person to arbitration or compromise or relinquish the claim.
(b) withdraw any suit or legal proceedings filed by the Firm.
(c) admit any liability of the Firm.
(d) acquire or dispose of any immovable or moveable property, except the stock in trade in the ordinary course of business.
(e) enter into partnership or other business unilaterally with any other person.
(f) assign or transfer his share or any Interest in the Firm.
(g) admit any person as a partner In the Firm.
(h) borrow any moneys for or in the name of the firm, or create any security or charge on the assets of the Firm.
(i) enter into any contracts except contracts in the regular course of business of the firm.
(j) stand as a guarantor or surety for any person, In the name of the Firm or for and on behalf of the Firm.
18. The Parties shall open in the name of the Firm one or more accounts either current, saving or overdraft or cash credit with one or more banks as may be agreed upon by the partners and the account or accounts will be operated by any one of the parties hereto.
19. The Partnership shall continue till the completion of the said work of construction or If by any chance the said construction contract is cancelled for any reason, till the cancellation of such contract and till then none of the parties shall be entitled to dissolve the partnership or to retire from the partnership.
20. If and when the partnership is dissolved, an account of the assets and property and list will be made up to the date of dissolution and out of the assets in specie or by sale thereof, all debts and liabilities including the loan advanced by the Party of the Second Part will be paid In priority and if any balance will remain the same will be shared by the Parties hereto in equal shares.
21. If the said construction contract Is cancelled by any party thereto and there Is a claim by or against the Firm In respect thereof, the same will be prosecuted or defended by both the parties hereto and the winding up of the partnership will be deemed to continue until such claims are finally disposed of by arbitration or court proceedings.
22. If any dispute or difference shall arise between the parties hereto touching the business of the firm or interpretation of any provision hereof or otherwise. howsoever relating to the Firm and its business, the same shall be referred to arbitration of a common arbitrator If agreed upon, failing which to two arbitrators one to be appointed by each party to the dispute and the arbitration shall be governed by the Arbitration & Conciliation Act. 1996.
23. The parties shall, as early as possible but In any event within the prescribed period get the Firm registered under the Partnership Act. 1932, and the Income Tax Act. 1961.
24. This Deed is executed in duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Other Part.
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.
Signed and delivered by the withinnamed Mr. A In the presence of ................
Signed and delivered by the withinnamed Mr. B In the presence of ..................
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16 - PARTNERSHIP AGREEMENT BETWEEN A PARTNERSHIP FIRM
AND A HINDU JOINT FAMILY
THIS DEED OF PARTNERSHIP made at ... on this ... day of... between M/s A B & Co. a partnership firm, consisting of and represented by its partners (1)... (2)... (3) hereinafter referred to as the 'Party of the First Part. and Mr. B residing at ... and in his capacity as the Karta or Manager of his joint and undivided Hindu family hereinafter referred to as the Party of the Second Part'.
WHEREAS the Party of the First Part is carrying on business of............... in partnership.
AND WHEREAS the Party of the Second Part is carrying on similar business of ... and which is his ancestral business.
AND WHEREAS the adult male members of the said Joint Hindu Family are in ... number and have consented to the said Karta of their family to enter into a partnership agreement with the Party of the First Part with a view to expand the said business and to carry it on a large scale as to avoid competition between them.
AND WHEREAS the parties of the First and Second Part have. therefore, proposed to combine their respective businesses and to carry on the same in partnership on the terms and conditions hereinafter mentioned.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. The Parties shall as from the ... day of ... combine their respective businesses together with all the assets and agree to carry on the said business In partnership between the Party of the First Part on the one hand and the Party o f the Second Part on the other hand.
2. The Partnership shall be deemed to have commenced from the said date and will continue at the will of the parties hereto.
3. The assets Including goodwill of the business of the Party of the First Part are valued at Rs... and the assets including the goodwill of the business of the Party of the Second Part are valued at Rs... The respective assets of the Party of the First Part and Second Part will be deemed to be their respective contributions to the capital of the said firm. If any capital gains tax Is required to be paid by any party hereto on the valuation of his capital contribution as aforesaid, the same will be paid by that Party separately and such Party will indemnify and keep indemnified the other Party against such liability. If any further capital or finance is required, the same will be contributed by the Party of the First & Party of the Second Part In the same proportion and will carry interest at the rate of 18% per annum or at such other rate as may be allowed by the Income Tax Act.
4. The Party of the First Part will be represented by one of the partners of that Party and he will be authorised by the other partners of the Party of the First Part to represent that Party. Such authorised partner may be changed from time to time. The other partners may help in carrying on the business of the firm. Similarly the Party of the Second Part will be represented by the Karta of the Joint Hindu Family for the time being. The other members of the said family will not be considered as separate partners so far as the Firm is considered and though they may render help in carrying on the business of the firm.
5. The business of the partnership shall be carried on In the name of M/s... (hereinafter referred to as the 'Firm') and the business shall consist of ... and of such other incidental business as the partner may from time to time decide.
6. The office of the partnership shall be at ... The parties may open branches at such other places as they may be agree upon.
7. If any Party shall contribute more amount than his share in the capital. It will be treated as a loan by him to the Firm carrying Interest at the rate of 18% per cent per annum.
8. The net profits and losses of the Firm will be shared by the parties hereto In proportion to their shares in the capital of the Firm that is to say the Party of the First Part will be entitled to ... share and Party of the Second Part will be entitled to ... share. The partners of the Party of the First Part between themselves will be entitled to their said share in the proportion In terms of their partnership agreement. The share of the Party of the Second Part will be the property of his family. Net profit will mean gross profit earned in such year less the expenses of the management of the business including the rent of the premises of the Firm including outgoings In respect of the salaries and wages of the staff. commission paid to others. and all other expenses Incurred In connection with the business of the firm.
9. The accounting year of the Firm will be from 1st April to 31st March of each Christian calendar year.
10. At the end of each accounting year an account of the business carried on in that year "I be made and a statement of accounts namely a Balance Sheet and Profit and loss Account will be prepared and signed by the partners. If necessary or required by law the accounts will be got audited by a Chartered Accountant.
11. The books of account and all other record of the Firm will be always kept at the office of the Firm and will be open for inspection by any of the partners hereto at any time.
12. All the working staff such as clerks, peons. accountants, cashier, -salesmen and others will be approved by the joint consent of the authorised partner of the Party of the First Part and the Karta representing the Party of the Second Part and their wages and salaries and other emoluments will be fixed by mutual consent of the said persons.
13. Each of the party hereto shall -
(a) participate and attend to the business of the Firm through their aforesaid representatives to the greatest common advantage of the Firm.
(b) be just and faithful to each other.
(c) render true accounts and full Information of all moneys affecting the Firm to the other.
(d) Indemnify the Firm for any loss caused to it by wilful negligence or fraud in the conduct of the business.
(e) not carry on any business similar to the business of the Firm or any other business anywhere without the consent of the other party.
(f) attend to the business of she Firm diligently and actively.
(g) Not withdraw any amount for its own profit benefit or use as remuneration or otherwise without the consent of the other.
(h) be entitled to be indemnified by the Firm In respect of payment made and liabilities Incurred by him (i) in the order and proper course of business of the Firm, and (ii) in doing any act for protecting the Firm from loss in emergency.
14. All the tangible and intangible assets of the Firm including the goodwill. stock-in-trade. benefit of business licenses and permits, benefits of contracts entered etc. will belong to the parties In the same shares as aforesaid and the property of the Firm shall be used by the Parties exclusively for the business of the Firm.
15. Every Party shall account for the profit earned from any transaction of the Firm or from the use of the property in any business transaction of the Firm.
16. If any partner of the Party of the First Part other than the authorised representative or any member of the family of the Party of the Second Part is appointed to do full time work of the Firm, he will be paid separately as remuneration such amount as may be agreed upon allowable under the Income Tax Act as deduction and such remuneration will be treated as the expenses of the Firm.
17. The Party of the First Part and Party of the Second Part may draw every month. such amounts for their own expenses as may be agreed upon from time to time and the same will be taken into account while ascertaining the share In the net profits of each party In the Firm.
18. Any party hereto shall not. without the consent of the other -
(a) submit any dispute with any other person to arbitration or compromise or relinquish the claim.
(b) withdraw any suit or legal proceedings filed by the Firm,
(c) admit any liability of the Firm.
(d) acquire or dispose of any immovable or moveable property, except the stock In trade in the ordinary course of business.
(e) enter into partnership or other business unilaterally with any other person,
(f) assign or transfer his share or any interest in the Firm, (g) admit any person as a partner In the Firm.
(g) borrow any moneys for or in the name of the Firm. or create any security or charge on the assets of the Firm,
(h) enter into any contracts except contracts in the regular course of business of the Firm,
(i) stand as a guarantor or surety for any person In the name of the Firm or for and on behalf of the Firm.
19. The Parties shall open in the name of the Firm one or more accounts either current, saving or overdraft or cash credit with one or more banks as may be agreed upon by the partners and the account or accounts will be operated by the authorised partner of the Party of the First Part and the Karta representing the Party of the Second Part jointly.
20. If any Party hereto desires to dissolve the Firm he shall give to the other at least three months previous notice to that effect and on the expiration of the notice period the Firm shall stand dissolved.
21. If the Party of the First Part Is Itself dissolved or is adjudged insolvent or if all the male adult members of the Party of the Second Part are adjudged insolvent, or there is full partition among the members of that Party, this partnership shall also stand dissolved.
22. On dissolution of the Firm, an account will be made of all the assets and liabilities of the Firm, and the assets will be sold either to any of the parties hereto to any other outsider and after payment of the debts and liabilities, the net sale proceeds will be distributed among the Parties of the First Part and Second Part In proportion to their respective In the capital of the Firm as aforementioned.
23. If any dispute or difference shall arise between the Parties hereto touching the business of the Firm or interpretation of any provision hereof or otherwise, howsoever, relating to the Firm and its business. the same shall be referred to arbitration of a common arbitrator If agreed upon, failing which to two arbitrators one to be appointed by each Party to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.
24. The parties shall, as early as possible but In any event within the prescribed period get the Firm registered under the Partnership Act. 1932. as well as under the Income Tax Act, 1961, and the application or a certified copy of this deed will be signed by all the partners of the Party of the First Part and by the Karta of the Party of the Second Part.
25. This Deed is executed in duplicate and one copy will remain with the party of the First Part and the other will remain with the Party of the second Part.
IN WITNESS WHEREOF the Parties have put their respective hands the day and year first hereinabove written.
Signed and delivered for
and on behalf of M/s ... by its partners (1) ... (2) ... (3) ... in the presence of ... ...
Signed and delivered by the
withinnamed Mr. B as the Karta of his Hindu Undivided Family in the presence of ...
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17 - PARTNERSHIP AGREEMENT BETWEEN TWO LIMITED COMPANIES
THIS DEED OF PARTNERSHIP is made at... on this.. day of.. between M/s. A B & Co. Pvt. Ltd., a Company registered under the Companies Act, 1956. and having its registered office at ... hereinafter referred to as the, Party of the First Part. and M/s. X Y Z & Co. a Company registered under the said Act and having its registered office at ... hereinafter referred to as the 'Party of the Second Part'.
WHEREAS both the parties of the First Part and of the Second Part are, under their respective Memorandum of Association, entitled to carry on the business of producing electricity and supplying the same to any area.
AND WHEREAS both the Parties of the First Part and Second Part are entitled to enter Into partnership with any person or persons including a company for carrying on the business authorised by their respective Memorandum of Association.
AND WHEREAS the parties hereto have proposed to set up in joint collaboration a plant to produce electricity and supply the same to the town of ... and to enable them to pool together their finances and technical expertise they have therefore proposed to enter into a partnership.
AND WHEREAS the parties have obtained license or permission of the Govt. for producing and supplying electricity to the said town.
AND WHEREAS it is, therefore, proposed to enter into this deed of partnership containing the terms and conditions agreed upon between the parties.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
1. The parties hereto agree to carry on the business hereinafter mentioned In partnership on the terms and conditions herein mentioned, In the name and style of M/s………………..
2. The partnership shall commence from the ... day of... and the period of the partnership shall be for a period of ten years from the date hereof. The said period may be extended as the parties may by mutual consent decide.
3. The business of the partnership (hereinafter referred to as the 'Firm') consist of setting up a plant for manufacture or production of electricity on grid system and to supply-the same to the town of .…………
4. The office of the partnership shall be at …………….... The parties will open branches at such other places as may be agreed upon.
5. The parties have contributed towards the initial capital of the firm a sum of Rs... in equal shares. The partners will contribute such further amounts towards the capital of the firm in equal... shares as may be required from time to time. If any partner shall contribute more amount than Its share In the capital It will be treated as a loan by it to the Firm carrying Interest at the maximum rate allowable as deduction under the Income Tax Act.
6. The net profits and losses of the Firm will be shared by the partners hereto in equal shares or proportion. Net profit will mean gross profit earned in each year less the expenses of the management of the business including the rent of the premises of the Firm including outgoings In respect of the salaries and wages of the staff, commission paid to others, and all other expenses Incurred In connection with the business of the firm and all other expenses as may be allowable as deduction under the Income Tax Act.
7. The accounting year of the Firm will be from 1st April to 31st March of each Christian calendar year.
8. At the end of each accounting year an account of the business carried on in that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss Account will be prepared and signed by the partners. The accounts will be got audited by a Chartered Accountant every year.
9. The Managing Director or any other authorised representative of each of the parties hereto will represent his company on the Firm and for all practical purposes he will be considered as the partner of this partner- ship.
10. The books of accounts and all other record of the Firm will be always kept at the office of the Firm and will be open for inspection by any of the partners hereto at any time.
11. All the working staff such as clerks, peons, accountants, cashier, technicians, salesmen and others will be appointed by the joint consent of the parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the parties hereto.
12. Each of the Parties hereto shall -
(a) participate and attend to the business of the Firm through their respective Managing Director or authorised representative for the time being to the greatest common advantage of the Firm.
(b) be just and faithful to each other.
(c) render true accounts and full information of all moneys affecting the Firm to the other,
(d) indemnify the Firm for any loss caused to it by wilful negligence or fraud in the conduct of the business.
(e) attend to the business of the Firm diligently and actively.
(f) not withdraw any amount for its own profit, benefit or use as remuneration or otherwise without the consent of the other.
(g) be entitled to be indemnified by the Firm in respect of payment made and liabilities incurred by him (A) in the usual and proper course of business of the Firm. and (ii) in doing any act for protecting the Firm from loss in emergency.
13. All the tangible and Intangible assets of the Firm including the goodwill, stock in-trade, benefit of business licenses and permits, benefits of contracts entered etc. In relation to the said business will belong to the Parties In equal shares and the property of the Firm shall be used by the parties exclusively for the business of the firm.
14. Every party shall account for the profits earned from any transaction of the Firm or for the use of the property in business transaction of the Firm.
15. Any party hereto shall not, without the consent of the other and in respect of or relating to the said partnership business,
(a) submit any dispute with any other person to arbitration or com- promise or relinquish any claim,
(b) withdraw any suit or legal proceedings filed by the Firm,
(c) admit any liability of the Firm,
(d) acquire or dispose of any immovable or moveable property, except the stock In trade in the ordinary course of business.
(e) assign or transfer Its share or any Interest in the Firm, (f) admit any person as a partner In the Firm,
(f) borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the Firm,
16. The Parties shall open one or more accounts either current, saving or overdraft or cash credit with one or more banks as may be agreed upon by the Parties and the account or accounts will be operated by the Managing Director or other authorised representative of each of the Parties hereto.
17. No party hereto shall be entitled to dissolve the partnership before the expiration of the said period aforementioned.
18. If any party does not desire to continue the partnership or if any party goes Into winding up voluntarily or through Court, the other party hereto will be entitled to take over the entire business together with all assets and subject to all liabilities at a valuation to be made through the Chartered Accountants of the Firm and the share of the former Party will be paid by instalments as may be agreed upon or decided by Arbitration.
19. On the expiration of the said period of ten years or the extended period if any, the business of the partnership together with its assets and liabilities will be transferred to another company to be formed and registered jointly by the parties hereto on such terms as may be agreed upon failing which the partnership will be dissolved and the dissolution will be effected In terms of the provisions of the Partnership Act, 1932.
20. If any dispute or difference shall arise between the parties hereto touching the business of the Firm or interpretation of any provision hereof, or otherwise. however relating to the Firm and its business, the same shall be referred to arbitration of a common arbitrator if agreed upon. failing which to two arbitrators one to be appointed by each party to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.
21. The parties shall. as early as possible but in any event within the prescribed period get the Firm registered under the Partnership Act, 1932 and the Income Tax Act. 1961.
22. Nothing In this Deed shall be constrained to prevent or disable any party hereto to carry on any business in terms of Its Memorandum of Association anywhere except the business of the partnership and no partner shall be entitled to have any right or concern with the other business and internal management of the other.
23. This Deed is executed in duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Other Part.
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.
Signed and delivered for and on behalf of the withinnamed M/s. A B & Co. Ltd., by its Managing Director, Mr ...... duly authorised In that behalf by the Board of Directors. In the presence of ...
Signed and delivered by the withinnamed M/s. X Y Z Co. Ltd., by Its Managing
Director Mr .... duly authorised by the Board of Directors, Mr ........ In the presence of ...
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18 - PARTNERSHIP AGREEMENT BETWEEN AN INDIVIDUAL
AND A LIMITED COMPANY
THIS DEED OF PARTNERSHIP Is made at... on this ... day of... between Mr. 'A' residing at ... hereinafter referred to as the 'Party of the First Part' and M/s. A B & Co. Pvt. Ltd., a Company registered under the Companies Act 1956 and having its registered office at ... hereinafter referred to as the 'Party of the Second Part'.
WHEREAS the Party of the First Part owns a large piece of fallow land situated at - and more particularly described In the Schedule hereunder written.
AND WHEREAS the said land Is very suitable for carrying on minerals quarrying operations but the Party of the First Part Is unable to carry on the said operations on his own.
AND WHEREAS the Party of the Second Part has offered to co-operate with the Party of the First Part in promoting the business of quarrying in the said land.
AND WHEREAS the Party of the Second Part has the main object to carry out quarrying operations for acquiring varieties of minerals.
AND WHEREAS it is found more convenient to carry on the said business in partnership between the Parties hereto and, therefore, the Parties have agreed to enter into partnership on the following terms and conditions.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. The Parties hereto agree to carry on the business hereinafter mentioned in partnership on the terms and conditions herein mentioned, in the name and style of M/s... …………….
2. The partnership shall commence from the ... day of... and the period of the partnership shall be 'at will'.
3. The business of the partnership (hereinafter referred to as the 'Firm') shall consist of carrying on quarry operations on the said land by quarrying minerals and selling the same and otherwise dealing with the same.
4. The office of the partnership shall be at ... The parties may open branches at such other places as they may be agree upon.
5. The land described in the Schedule hereunder written is valued at Rs... and the said land will be treated as a partnership asset and a contribution of the Party of the First Part to the capital of the Firm. The Party of the Second Part has agreed to bring in an equal amount of Rs... as its contribution to the capital of the Firm. The Party of the First Part will not he bound to contribute any further amount as capital, Whatever additional moneys are required for the business of the Firm the same will be either advanced by the Party of the Second Part as a loan or will be borrowed from any financial Institution or from any other person. The loan advanced by the Party of the Second Part will carry interest at the rate as may be agreed upon and which will not be more than allowed as deduction under the Income Tax Act. If any capital gains tax is required to be paid, by the Party of the First Part for bringing the said land into the assets of the Firm. the same will be paid out of the moneys of the Firm and debited to the capital account of the Party of the First Part.
6. The Party of the Second Part will be represented by the Managing Director thereof or any other person authorised by him and he will act for and on behalf of the Party of the Second Part in relation to the business of the firm and his acts will be binding on the Party of the Second Part. The Managing Director or other representative nominated by the Second Part will be working or managing partner of the firm and he will be entitled to a remuneration at the maximum rate allowable as deduction under the Income Tax Act. The Party of the First Part will not be entitled to any remuneration.
7. The net profits and losses of the firm will be shared by the partners hereto in equal shares or proportions. Net Profit will mean gross profit earned in each year less the expenses of the management of the business Including outgoings In respect of the salaries and wages of' the staff, commission paid to others, and all other expenses incurred In connection with the business of the firm, and such other expenses as will be allowed as deduction under the Income Tax Act.
8. The accounting year of the Firm will be from 1st April to 31st March of each Christian Calendar year.
9. At the end of each accounting year an account of the business carried on in that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss account will he prepared and signed by the Partners. If necessary or required by law the Accounts will be got audited by a Chartered Accountant.
10. The books of accounts and all other record of the Firm will be always kept at the office of the Firm and will be, open for Inspection by any of the partners hereto at any time.
11. All the working staff such as clerks, peons, accountants, cashier, salesmen and others will be appointed by the joint consent of the Parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the parties hereto.
12. Each of the Parties hereto shall -
(a) participate and attend to the business of the firm to the greatest - common advantage of the Firm, the Party of the Second Part participating and attending through Its Managing Director.
(b) be just and faithful to each other,
(c) render true accounts and full Information of all moneys affecting the Firm to the other,
(d) indemnify the Firm for any loss caused to it by wilful negligence or fraud In the conduct of the business,
(e) not carry on any business similar to the business of the Firm or any other business anywhere in the district In which the said land Is situate without the consent of the other partner.
(f) attend to the business of the Firm diligently and actively,
(g) Not withdraw any amount for his own profit benefit or use as remuneration or otherwise without the consent of the other,
(h) be entitled to be indemnified by the Firm in respect of payments made and liabilities incurred by him (1) in the usual and proper course of business of the Firm, and (ii) in doing any act for protecting the Firm from loss in emergency.
13. All the tangible and intangible assets of the Firm Including the said land described In the Schedule hereunder written, the goodwill, stock- in trade, benefit of business licenses and permits, benefits of contracts entered etc. will belong to the parties in equal shares and the property of the Firm shall be used by the Parties exclusively for the business of the Firm.
14. Every Party shall account for the profit earned from any transaction of the Firm or for the use of the property in business transaction of the Firm.
15. Any party hereto shall not. without the consent of the other-
(a) submit any dispute with any other person to arbitration or com- promise or relinquish the claim,
(b) withdraw any suit or legal proceedings filed by the Firm,
(c) admit any liability of the Firm.
(d) acquire or dispose of any immovable or moveable property, except the stock in trade in the ordinary course of businesses of the Firm.
(e) enter into partnership or other business unilaterally with any other person,
(f) assign or transfer his or Its share or any Interest in the Firm,
(g) admit any person as a partner of the firm,
(h) borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the firm.
(i) enter into any contracts except contracts in the regular course of business of the Firm,
(j) stand as a guarantor or surety for any person in the name of the Firm or for and on behalf of the Firm.
16. If the Partnership is dissolved, an account of the assets and debts and liabilities will be made and after sale of the assets, except the said land, the debts and liabilities will be paid out of the sale proceeds and the balance if any will be divided between the parties in equal shares. The said land as far as possible will be returned to the Party of the First Part. But If the other assets of the Firm, are not sufficient to pay all debts and liabilities then the Party of the First Part will have the option either to take over the said land subject to such liabilities including the amount. If any payable to the Party of the Second Party towards Its share In the assets of the Firm or to allow the said land to be sold for payment of such debts and liabilities and the balance of sale proceeds will be distributed between the parties in equal shares.
17. If any dispute or difference shall arise between the parties hereto touching the business of the Firm or interpretation of any provision hereof or otherwise, however relating to the Firm and Its business, the same shall be referred to arbitration of a common arbitrator If agreed upon, failing which to two arbitrators one to be appointed by each party to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.
18. The parties shall, as early as possible but In any event within the prescribed period get the Firm registered under the Partnership Act, 1932, and under the Indian Income Tax Act, 1961.
19. This Deed is executed in duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Second Part.
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.
Signed and delivered by the withinnamed Mr. A in the presence of ...
Signed for and on behalf of the Party of the Second
Part M/s. A B & Co. Pvt. Ltd., by Its Managing Director, in the presence of ... ...
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19 - PARTNERSHIP AGREEMENT BETWEEN AN INDIVIDUAL,
A PARTNERSHIP FIRM AND A COMPANY
THIS DEED OF PARTNERSHIP Is made at ... on this ... day of... between Mr. 'A' residing at ... hereinafter referred to as the 'Party of the First Part' M/s. A B & Co. a Partnership firm, consisting of (1) ..... (2) ..... and (3) ..... as partners and having their office at... hereinafter referred to as 'the Party of the Second Part'. and M/s. X Y Z Co. Pvt. Ltd., a Company registered under the Companies Act, 1956, and having registered office at ... herein- after referred to as 'the Party of the Third Part'.
WHEREAS the Party of the First Part has registered a Patent bearing Registration No... In his name which is intended to manufacture several products mentioned in the Schedule hereunder written. The Party of the First Part As, however, handicapped for want of finance.
AND WHEREAS the Party of the Second Part is carrying on business of sales agents and has gained lot of experience in salesmanship.
AND WHEREAS the Party of the Third Part is carrying on several businesses including that of financing and has also factory premises which can be used for manufacturing the said products.
AND WHEREAS the parties, under the circumstances, have come together and decided to do business in partnership with a view to exploit, the said Patent to the maximum extent for the benefit of all of them on the following terms & conditions.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
1. The parties hereto agree to carry on the business hereinafter mentioned In partnership on the terms and conditions herein contained, in the name and style of M/s…………………..
2. The partnership shall commence from the ... day of... and the period of the partnership will he at Will.
3. The business of the partnership (hereinafter referred to as 'the Firm') shall consist of manufacturing, buying and selling the products mentioned In the Schedule hereunder written, with the help of the Patent rights acquired by the Party of the First Part.
4. The office of the partnership shall be at ... The Parties may open branches at such other places as may be agreed upon.
5. The Parties of the First, Second and Third Part have contributed equally a token capital of Rs... each. All the finance required to carry on the business will be supplied by the Parties of the Third Part and that Party will be entitled to charge interest thereon at 18 per cent per annum or at such maximum rate as may be allowable under the Income Tax Act. The Parties may also agree to borrow any moneys from any Bank or other financial Institution.
6. The Party of the First Part agrees to make available and to grant a formal license to the partnership to use and exploit the said Patent no... together with all plans. models and drawings relating thereto during the subsistence of the partnership and the license will not be terminable so long as the firm continues whether the party of the first part is a partner thereof or not.
7. The Party of the Second Part agrees to undertake the work of selling the products as well as to buy all raw materials required for the same and for that purpose agrees to utilise all the services of Its subagents and distributors engaged in the other businesses carried on by the Party of the Second Part and to allow the use of its depots and selling centres at different places. The Party of the Second Part will be entitled to charge separately commission at the rate of ... per cent for the sale of the products but will not be entitled to charge separately overhead expenses incurred for effecting such sales.
8. The Party of the Third Part agrees to allow the partnership to use the premises of the factory of the Party of the Third Part situate at ... and for which the Partnership will pay a nominal rent of Rs... per month. The Party of the Third Part will also make available the use of the machinery. electric power and other amenities available for the manufacture of the said products.
9. Nothing herein contained will prevent the parties of the Second an Third Part from carrying on their respective businesses at present carried on or that may hereinafter be undertaken.
10. The Party of the First Part will, however, exclusively devote his skill, knowledge and time in the manufacture of the said products.
11. If any capital assets are purchased or otherwise acquired by the Firm, they will belong to the Parties in equal shares.
12. So far as the Party of the Second Part is concerned it will be represented by any one of the partners thereof authorised by the other partners and will have only one vote in the meeting of the partners.
13. The Party of the Third Part will be represented by its Managing Director or any other person duly authorised for the time being.
14. The net profits and losses of the firm will be shared by the Parties hereto in equal shares or proportion. Net Profit will mean gross profit earned in such year less the expenses of the management of the business including the rent of the premises of the firm the outgoings in respect of the salaries and wages of the staff, administrative expenses, commission paid to others and all other expenses Incurred In connection with the business of the firm and expenses that will to be allowed to be deducted under the Income Tax Act, 1961. The share in the profits and losses of the Party of the Second Part in the Firm will belong to each of the Partners of that Party in the same proportion as provided in the deed of partnership of the Party of the Second Part.
15. The accounting year of the Firm will be from 1st April to 31st March of each Christian Calendar Year.
16. At the end of each accounting year an account of the business carried on In that year will be made and a statement of accounts namely a Balance Sheet and Profit and loss account will be prepared and signed by the partners. If necessary or required by law the Accounts will be got audited by a Chartered Accountant.
17. The Books of account and all other record of the firm will be always kept at the office of the firm and will be open for Inspection by any of the parties hereto at any time.
18. All the working staff such as clerks, peons, accountants, cashier, salesmen and others will be appointed by the joint consent of the Parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the Parties hereto.
19. Subject to what As otherwise herein provided, each of the Party hereto shall -
(a) participate and attend to the business of the firm to the greatest common advantage of the firm.
(b) be just and faithful to each other.
(c) render true accounts and full information of all moneys affecting the Firm to the other.
(d) Indemnify the Firm for any loss caused to it by wilful negligence or fraud in the conduct of the business.
(e) not carry on any business similar to the business of the Firm without the consent of the other partner/s.
(f) attend to the business of the Firm diligently and actively,
(g) not withdraw any amount for his or Its own profit benefit or use as remuneration or otherwise without the consent of the other,
(h) be entitled to be indemnified by the Firm in respect of payments made and liabilities incurred by him –
(i) in the usual and proper course of business of the Firm, and
(j) in doing any act for protecting the Firm from loss in emergency.
20. All the tangible and intangible assets of the firm including the goodwill, stock-in-trade, benefit of business licenses and permits, benefits of contracts entered etc. will belong to the parties In equal shares and the property of the Firm shall be used by the parties exclusively for the business of the firm. The rights of the party of the First Part in respect of the said Patent will continue to belong to that Party and the Firm will he entitled to the user's rights in respect thereof during the subsistence of the partnership.
21. Every Party shall account for the profit earned from any transaction of the Firm or from the use of the property in business transaction of the Firm.
22. The Party of the First Part will be entitled to draw every month a sum of Rs... or such other amount as may be agreed between the parties from time to time and allowable under the Income Tax Act as deduction and the said amount will be exclusive of his share in the net profits of the Firm.
23. Any Party hereto shall not, without the consent of the other -
(a) submit any dispute with any other person to arbitration or com- promise or relinquish the claim,
(b) withdraw any suit or legal proceedings filed by the Firm.
(c) admit any liability of the Firm,
(d) acquire or dispose of any immovable or moveable property, except the stock in trade In the ordinary course of business,
(e) enter into partnership or other business unilaterally with any other person.
(f) assign or transfer his share or any interest in the Firm,
(g) admit any person as a partner in the Firm.
(h) borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the Firm.
(i) enter Into any contracts except contracts In the regular course of business of the Firm,
(j) stand as a guarantor or surety for any person in the name of the Firm or for and on behalf of the Firm,
24. The Parties shall open in the name of the Firm one or more accounts either current. saving or overdraft or cash credit with one or more banks as may be agreed upon by the Parties and the account or accounts will be operated by any two of the Party of the First Part, the authorised partner of the Party of the Second Part and the Managing Director or other authorised person of the Party of the Third Part.
25. If any party hereto desires to retire from the Firm he shall give to the others at least three months' previous notice to that effect and on the expiration of the notice period, the Party shall be deemed to have retired. No one Party hereto shall be entitled to dissolve the partnership.
26. If any partner retires from the Firm he will not be entitled to carry on the same or similar business as that of the Firm, within an area of two kilometres from the office of the Firm and for a period of two years from the date of retirement and he shall not carry on any business in the same name as that of the Firm. until the partnership Firm is fully dissolved and wound up.
27. The winding up of the Party of the Third Part (voluntarily or by order of the Court) or the insolvency of the Party of the Third Part. will not dissolve the Firm but such party on winding up or insolvency will cease to be a partner hereof and shall be deemed to have retired from the Firm.
28. Notwithstanding any thing herein contained to the contrary a retiring partner or its legal representatives shall not be entitled to make any claim for the goodwill of the Firm.
29. If any dispute or difference shall arise between the parties hereto touching the business of the Firm or Interpretation of any provision hereof or otherwise, however, relating to the Firm and Its business, the same shall be referred to arbitration of a common Arbitrator if agreed upon, failing which to arbitrators one to be appointed by each party to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.
30. The parties shall, as early as possible, but in any event within the prescribed period get the Firm registered under the Partnership Act, 1932, as well as under the income Tax Act. 1961.
31. This Deed is executed in triplicate and one copy will remain with each of the Party of the First Part, the Party of the Second Part and the Party of the Third Part.
IN WITNESS WHEREOF THE parties have put their respective hands the day and year first hereinabove written.
Signed and delivered by withinnamed party of the First Part Mr. A In the presence of ...
Signed and delivered by the withinnamed party of the Second Part by its
partners 1 .... 2.....3..... in the presence of ...
Signed and delivered for & on behalf of the withinnamed Party of the Third Part by its Managing Director Mr. in the presence of ...
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20 - AGREEMENT ADMITTING A NEW PARTNER
THIS AGREEMENT is made at this ........ day of ........ between Mr. A and B hereinafter jointly referred to as the existing partners of the one part and Mr. C hereinafter referred to as the new partner of the other part.
WHEREAS Mr. A and Mr. B are carrying on business In partnership in the name of M/s. A B and Company as from the day of ........ under and by virtue of the deed of partnership dated the ........ day of ........ entered into between them.
AND WHEREAS the existing partners now desire to admit the new partner as an additional partner In the said partnership and the new partner Is also willing the join the said partnership on the terms hereinafter provided.
AND WHEREAS the present book value of their shares in capital contribution of the existing partners Mr. A and Mr. B and in the assets of the Firm Is rupees. ........ and rupees ........ respectively which the new partner has agreed to accept.
AND WHEREAS the new partner is willing to bring in a capital contribution of rupees ........ In the Firm
NOW IT IS AGREED BY AND BETWEEN THE PARTNERS HERETO AS FOLLOWS -
(1) The existing partners hereby admit the new partner as a partner alongwith the existing partners of the said firm carried on or in the name of M/s A B and Company as from the ........ day of .…......., 2000.
(2) The partnership business will be carried on the same name as above mentioned and at the same place of business as at present.
(3) The business of the partnership will be the same as at present carried on and may be changed or added to with the consent of all the partners.
(4) The shares in the capital assets including goodwill of the firm as on this day ........ of the said three partners will be treated as follows -
Mr. A ........ 40%
Mr. B ........ 40%
Mr. C ........ 20%
(5) The shares of the parties hereto In the net profit and losses of the partnership will be as follows –
Mr. A ........ 40%
Mr. B ........ 40%
Mr. C ........ 20%
(6) The duration of this new partnership will be at will but any partner may retire from the partnership by one month's prior notice.
(7) In case of difference of opinion on any question regarding business, the opinion of the majority will be final and binding on all the partners.
(8) Subject to what is otherwise provided herein the terms and conditions mentioned in the said deed of partnership dated ........ will be binding on the parties as if the said Mr. C was a party thereto and subject as aforesaid the said the deed of partnership as amended by this agreement will be treated the deed of partnership between the parties hereto.
(9) The change in the constitution of the said firm made by this agreement will be notified or registered under the Partnership Act, and Income Tax Act, as per the legal requirements thereof.
IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written.
Signed by the within named Mr. A in the presence of
Signed by the within named Mr. B in the presence of
Signed by the within named Mr. C In the presence of
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21 - AGREEMENT ADMITTING A MINOR TO THE BENEFIT OF PARTNERSHIP
THIS AGREEMENT is made at this ......... day of ......... between Mr. A of the First Part, Mr. B of the Second Part and Mr. C of the Third Part and Shrimati X for self and as the natural guardian of her minor son Y of the Fourth Part.
WHEREAS the parties hereto of the First Second and Third Parts have been carrying on business in partnership alongwith Mr. D In terms of deed of partnership dated ......... entered into by the said partners.
AND WHEREAS the said D died on the day of ......... leaving his widow X and a minor son named Y as his heirs.
AND WHEREAS the said X made a claim for the share of the said D In the assets of the said partnership including goodwill and undistributed profits .
AND WHEREAS the said claim has been settled between the parties hereto of the first, second and third parts and the said X and It Is agreed that the said X for self and as the natural guardian of the said minor Y shall be paid a sum of Rupees .......... in full payment of the share of the said deceased partner D In the capital assets including goodwill of the said partnership and that the said Y shall be admitted to the benefits of the partnerships by paying a share of 5% In the net profits of the firm.
AND WHEREAS the said amount of ......... has been paid to the said X before the execution of these presents partly in cash and partly in securities In the nature of units of the Unit Trust and purchased in the name of the said X and the said minor Y jointly in order to safeguard the interest of the said Y and the said X hereby acknowledges receipt of the said amount in full and declares that she for self and as the natural guardian of the said Y. has no claim against said firm on account of the share of the said deceased partner D.
AND WHEREAS the parties hereto of the first, second and third parts further agree that they hereby admit minor Y to the benefits of the said partnership by paying him a share of 5% in the net profits of the said partnership. He will not be liable to pay any part of the losses of the said firm.
AND WHEREAS the parties of the first, second and third parts agree and declare that they will pay the amount of the said share of the minor Y in the net profits of the firm within three months from the end of the accounting year.
AND WHEREAS it is further agreed and declared that in view of the share given to the said Y in the profits of the firm the shares of the partners of the first. second and third parts in the profits of the firm will be readjusted and shall be as follows-
Mr. A's share will be ......... 35%
Mr. B's share will be ......... 35%
Mr. C's share will be ......... 25%
However the losses of the partnership will be borne by the parties of the first, second and third parts equally.
AND WHEREAS it is further agreed and declared that on the said minor attaining the age of 18 years. he will be admitted as a partner In the said firm if the partnership continues till then, on such terms as may be agreed between all the then partners and the said D but not otherwise.
AND WHEREAS subject as aforesaid the parties of the first, second and third parts will continue to carry on the business in partnership in terms of the said deed of partnership above recited.
AND WHEREAS amendment made by this deed in the constitution and terms of the partnership will be registered as required by the Partnership Act, and the Income Tax Act within the prescribed terms.
IN WITNESS WHEREOF the partners have put their hands the day and year first hereinabove written
Signed by the withinnamed Mr. A in the presence of
Signed by the withinnamed Mr. B in the presence of
Signed by the withinnamed Mr. C in the presence of
Signed by the withinnamed Mr. X
for self and as natural guardian of Y a minor in the presence of
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22 - DEED OF RETIREMENT
THIS DEED/AGREEMENT is made at... this ... day of ... between Mr. A residing at ... hereinafter referred to as 'the Retiring Partner' of the One Part and Mr. 'B' residing at ... and Mr. 'C' residing at ... both collectively hereinafter referred to as the 'Continuing Partners' of the Other Part.
WHEREAS the parties hereto have been carrying on business -in partnership under the Deed of Partnership dated - entered into by the Parties hereto in the name of M/s. ...
AND WHEREAS the Retiring Partner has given notice to the Continuing Partners of his desire to retire from the said partnership as from the.... day of ...
AND WHEREAS accordingly, accounts have been made up of the assets subject to the debts and liabilities and of the profits earned till the said date and a sum of Rs. ... is found to be due and payable to the Retiring Partner In lieu of his share.
AND WHEREAS it is now proposed to execute this Deed of Retirement recording the terms and conditions of such retirement.
NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS-
1. The Retiring Partner doth hereby retire and shall be deemed to have retired from the said Partnership between the parties hereto and carried on as the name of M/s ... as from the ... day of .………., 2000.
2. As from the said date the Continuing Partners have been and will be entitled to continue to carry on the said business In partnership on such terms as may be agreed upon between them.
3. It is declared that except as hereinafter provided the Retiring Partner shall not have and he hereby releases all his share, right. title and Interest in the business, of the said partnership, Its assets Including goodwill, all licenses and permits held by the said Firm, Its outstandings dues and receivables and outstanding contracts, that the same shall belong to the Continuing Partners alone.
4. The Continuing Partners agree to pay all the debts and liabilities of the said Firm and to Indemnify and keep Indemnified the Retiring Partner against all such debts and liabilities and all loss, costs, charges and expenses that the Retiring Partner may Incur or suffer on account thereof.
5. The Retiring Partner confirms that as a result of accounts being taken a sum of Rs. ... Is due and payable to him in lieu of his share. right, title and Interest In the said partnership business including its assets and good will and he has no other claim against the Continuing Partners In respect of the said Firm.
6. The Continuing Partners covenant to pay the said sum of Rs... to the Retiring Partner by monthly instalment of Rs... the first of such instalment to be paid on the ... day of... and each subsequent Instalment on the ... day of each succeeding month until the whole amount is paid in full. if there Is any default In payment of any two instalments then the whole of the said amount or any part thereof then remaining due shall become payable forthwith and the Retiring Partner will also be entitled to charge Interest at ... percent per annum on delayed instalments and until payment of the said amount in full, it will remain a charge on the assets of the said partnership.
7. The Retiring Partner agrees and undertakes that he will not use the name of the Firm and will not carry on the same or similar business as at present carried on by the Firm for a period of two years from now and within a radius of four kilometres from the place where the business of the Firm Is carried on.
8. For the sake of convenience. the Retiring Partner appoints the Continuing Partners jointly and severally as his attorneys with authority or power to take legal action and to do all other acts and things necessary to recover the debts and liabilities due to the Firm In respect of the transactions or business done upto now.
9. The Retiring Partner agrees and undertakes to execute any document or papers as may be required to give complete effect to his retirement from the said partnership.
10. The retirement of the Retiring Partner shall he advertised in the Official Gazette and in the local newspapers as required by law and the registration entry of the Firm In the records of the Registrar of Firms will be got amended accordingly. The Retiring Partner agrees to sign application or papers required for the purpose.
11. The income tax payable by the Firm will be paid by the Continuing Partners and the Retiring Partner will pay the income tax on his income and other moneys received from the Firm.
IN WITNESS WHEREOF the Partners have put their respective hands the day and year first hereinabove written.
Signed and delivered by the withinnamed Retiring Partner Mr. A. in the
presence of .…………
Signed and delivered by the withinnamed Continuing Partners B & C, in the presence of ……………...
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23 - DEED OF DISSOLUTION OF PARTNERSHIP
(Involving immovable property)
THIS DEED OF DISSOLUTION Is made at ... this day ... between Mr. A residing at ... hereinafter referred to as 'the Party of the First Part' and Mr. 'B' residing at ... hereinafter referred to as 'the Party for the Second Part' and Mr. 'C' residing at ... hereinafter referred to as 'the Party of the Third Part,'
WHEREAS the Parties hereto have been carrying on business of... in partner- ship in the Firm name of M/s. XYZ & CO on the terms and conditions recorded in the Deed of Partnership dated ... entered into by and between the parties hereto. since the ... day of ...
AND WHEREAS as certain differences have arisen between the parties hereto (or as the parties do not desire to continue the said partnership for diverse reasons the parties) have agreed to dissolve the said partnership as from the ... day of ... on the terms herein recorded.
AND WHEREAS the assets of the partners consist of (i) the land and premises purchased and belonging to the Party of the First Part and brought in by the Party of the First Part as his contribution to the capital of the Firm (ii) the lands and premises described In the Second and Third Schedules hereto purchased or otherwise acquired by the Firm in the course of Its business. (iii) and the goodwill, the stock-in-trade, furniture and other articles and things and bank balances and outstandings.
AND WHEREAS accounts of the partnership business have been made upto the date of dissolution and the total value of the assets have been ascertained to be Rs... including Bank balances, and outstanding debts and excluding therefrom the debts and liabilities of the Firm.
AND WHEREAS each partner is entitled to an equal share in the assets and profits of the firm, under the said Deed of Partnership.
AND WHEREAS it is agreed that the property described In the First Schedule will be returned back to the Party of the First Part in lieu of his share In the said assets, the property described In the Second Schedule will be assigned to the Party of the Second Part in lieu of his share in the said assets and the property described in the Third Schedule will be retained by the Party of the Third Part in lieu of his share in the said assets.
AND WHEREAS for equalisation of shares the Party of the Third Part will pay to the Parties of the First and Second Parts in cash a sum of Rs... in the manner hereinafter provided. --
AND WHEREAS it is agreed that the business of the firm will be continued by the Party of the Third Part alone in the same name and he will be entitled to retain not only the property described in the Third Schedule but all the stock-in- trade, furniture, articles and moneys in lieu of his share in the assets subject to payment of the said sums payable to the Parties of the First and Second Part and subject to all debts and liabilities of the Firm and that the Parties of the First and Second Part will be deemed to have retired from the partnership
AND WHEREAS the parties have agreed to record the terms of and effectuate the dissolution of the Firm In the manner following.
NOW THIS DEED WITNESSETH AS FOLLOWS:
1. It Is agreed and declared that the partnership between the parties hereto in the name of M/s ... be and it is hereby dissolved with effect from the ... day of .………………, 2000.
2. The accounts of the business and assets, profits and losses of the said partnership firm till the date of dissolution have been made and settled and signed by the Parties and the Parties confirm the same and except as hereinafter provided no party is liable to the others in respect thereof.
3. The business of the Firm shall be continued to be carried on by the Party of the Third Part alone and as the sole proprietor thereof as from the said date and the Parties of the First and Second Part shall be deemed to have retired from the partnership and shall have no claim thereto except to the extent hereinafter mentioned.
4. The property described In the First Schedule hereto shall cease to be a part of the assets of the Firm and shall continue to belong to the Party of the First Part in his own personal capacity and the Parties hereto of the Second and Third Part hereby release and renounce all their right, title and Interest therein or thereto as partners of the Firm.
5. The property described in the Second Schedule hereto shall also cease to be a part of the assets of the Firm and shall belong to the Party of the Second Part alone and in his own personal right and the Parties of the First and Third Part hereby grant, transfer and release all their respective shares, right, title and interest therein together with the appurtenances thereto To Have and To Hold the same unto and to the use of the Party of the Second Part absolutely subject to the payment of the taxes, rates, assessments, dues and duties payable in respect thereof to the Government or Municipal Corporation or any other public body.
6. The Parties of the First and Second Part also release or renounce in favour of the Party of the Third Part all their share, right. title and interest, claim and demand in or to the stock-in-trade. furniture and other articles and moneys belonging to the Firm, the goodwill, thereof and in or to all the debts and outstandings belonging to the Firm.
7. The property described in the Third Schedule hereto shall belong to the Party of the Third Part alone and the Parties of the First and Second Part hereby grant, transfer and release all their respective shares, rights. title and interest therein To Have And To Hold the same unto the use of the Party of the Third Part absolutely subject to the payment of all the taxes, rates, assessments, dues and duties In respect thereof payable to the Government or the Municipal Corporation or any other public body.
8. The Party of the Third Part agrees and covenants to pay to each of the parties of the First and Second Parts a sum of Rs... by quarterly equal instalments with Interest thereon at ... % p.a. the first of such instalments to be paid on the ... day of ... and each subsequent instalments on the ... day of each subsequent quarter provided that in default of payment of any two instalments the whole of the said amount or any part thereof then remaining due shall become payable forthwith and provided further that, the payment of the said amounts shall remain charged on the property described in the Third Schedule hereto and allotted to the Party of the Third Part.
9. The Party of the Third Part covenants with the Parties of the First and Second Part that he will pay and is liable to pay all the debts and liabilities of the Firm subsisting on the date of dissolution including liabilities of Firm's income-tax and other taxes and Government dues and shall indemnify and keep indemnified the Parties of the First and Second Parts against the said liability and against all loss, costs, charges and expenses incurred by any of them on account of such debts and liabilities or any of them or any part thereof being required to be paid by them or any of them.
10. Each of them the Parties hereto hereby releases the other or others from all proceedings. accounts, claims and demands in respect of the said partnership but without prejudice to any rights or claims and remedies in respect thereof under these presents.
11. The Parties of the First and Second Part hereby jointly and severally appoint, nominate and constitute the Party of the Third Part their attorney or agent with authority to collect all the assets and property of the partnership and to ask, demand, sue for and recover and receive and to sign and give discharge for all the debts. estate and effects or other moneys due or owing or in any wise belonging to the said partnership and to settle accounts. reckoning, matters and things whatsoever relating thereto and to compound or release all or any of the debts or claims belonging to the partnership and to Institute any suit or legal action or other proceedings for compelling payment, discharge or delivery of any moneys or other property belonging to the partnership and for any of the purposes aforesaid from time to time to appoint any substitute or substitutes and at any time to remove him or them, to sign, declare pleadings. applications and other papers as may be required for the purpose. and generally to do all such acts and things as may be necessary or expedient for the purpose of recovering All debts and liabilities of the Firm or for vesting in the Party of the Third Part the premises hereby assigned or released to him.
12. The Parties of the First and Second Part shall not for a period of one year from the date hereof carry on or engage or be concerned or interested either directly or indirectly in the same business carried on by the said partnership in the city of ...
13. The benefits of or rights to all permits licenses held by the said Firm shall belong to the Party of the Third Part alone and the Parties of the First and Second Part will have no right or claim thereto.
14. Each of the parties hereto agrees and undertakes to sign all applications. documents, and other papers as may be. required to properly transfer the properties and other assets allotted, assigned or released to the other or others including all licenses and permits in the Government or Municipal records or otherwise but the costs, charges and expenses in respect thereto will be borne by the party requiring such documents to be signed.
15. Each of the parties hereto assures the others that except as recorded in the books of account of the Firm and other record, any of them has not received. collected or discharged or compromised any claim demand or credit due or to become due to the Firm or incurred any debt or liability or obligation that may now or hereafter directly or indirectly charge or affect the partnership or any of Its property and assets.
16. The notice of the dissolution of the firm in the prescribed form will be given by the Party of the Third Part within prescribed time as required by the Partnership Act and Rules made thereunder and the Party of the Third Part will publish the dissolution in the Government Gazette as early as possible.
17. All the expenses of and incidental to stamp and registration of this Deed will be borne by the parties hereto in equal shares.
18. The original of this Deed will remain in the custody of the Party of the Third Part and will be produced by him to the other or others whenever required for inspection or production before any Court. any Govt. Officer, Central or State, including the Offices of the Income tax and Sales Tax Department. One duplicate signed copy of this Deed will remain with each of the other two parties hereto.
19. Notwithstanding anything hereinbefore contained all the liability for income-tax on the personal Income including capital gains tax of any party hereto including any interest thereon and penalties imposed In respect thereof incurred before dissolution or after will be that of the party whose Income it is and such party shall indemnify and keep indemnified the other parties against such liability and costs. charges and expenses incurred on that account.
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.
THE FIRST SCHEDULE ABOVE REFERRED TO
THE SECOND SCHEDULE ABOVE REFERRED TO
THE THIRD SCHEDULE ABOVE REFERRED TO
Signed and delivered by the withinnamed Party of the
First Part Mr. A in the presence of
Signed and delivered by the withinnamed Party of the
Second Part Mr. B in the presence of
Signed and delivered by the withinnamed Party of the
Third Part Mr. C in the presence of
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24 - PRELIMINARY NOTICE TO A PARTNER TO SHOW AN OPPORTUNITY
WHY HE SHOULD NOT BE EXPELLED FROM PARTNERSHIP
Date .......................
TO
.......................................
.......................................
........................................
Dear Sir,
In terms of clause ........................ of Deed of Partnership dated .................... we hereby give you notice that we propose to exercise the power given to us by clause ................ of the Deed of Partnership dated .................. to expel you from the partnership on the ground that you are carrying on the business of ......................... at ...................... in contravention of the provisions of clause ................ of the Deed of Partnership and thereby not been able to devote your whole time and attention to the business of the partnership.
2. We hereby invite you to attend a meeting of the partners on .................... at .............. A.M. to give you an opportunity to show cause about the above ground and if possible to satisfy us that you are not carrying on the business of ................... at ........................ and devoting your whole time and attention to the partnership business.
3. If you fail to attend the said meeting, it will be presumed that you have nothing to say and the decision in terms of clause ................... of the Deed of Partnership will be taken on the material available in the interests of the firm.
Yours faithfully,
....................
A
....................
B
Date ......................
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