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.
1.
2.
3.
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.
1.
2.
3.
4.
5.
6.
7.
8.
9.
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.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
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
