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
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.
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,
ii.
(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 ... ...
