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 Incometax 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.
0 Comments
Thank you for your response. It will help us to improve in the future.