DEED OF RETIREMENT

THIS DEED OF RETIREMENT made at Pune this	day of __. 200 _
BETWEEN
1. Shri R	B	K	, age 40 years, occupation - business,
2. Shri P	B	K	, age 40 years, occupation - business,
both residents of Amar Society, Pune 411004, hereinafter called the PARTY NUMBER ONE, (which express shall, unless repugnant to the context, mean and include their heirs, executors, administrators and assigns) of the One Part
AND-
1. Shri A	V	M		, age 38 years, occupation - business,
2. Shri V	R	M	, age 69 years, occupation - business, both
residents of 900 SadashivPeth, Sangamnerkar Colony, Pune 411030.
3. M/s Gemini & Company, a company registered under the Indian
Partnership Act 1932, having its office at 1000 Shivajinagar, Pune
411  016, hereinafter called    the PARTY NUMBER TWO,  (which
express shall, unless repugnant to the context, mean and include
their heirs, executors, administrators and assigns) of the Other Part.
WHEREAS originally, the No. 1 of the party No. 1 and the No. 1 of the party No. 2 along with Shri RMM had entered into a partnership;
AND WHEREAS, accordingly, the No. 3 of the party No. 2 was registered as a partnership firm, and since then, the said firm had been working and operating in the city of Pune as builders and contractors;
AND WHEREAS in the said firm, on	, two more partners were
added, that is to say, the No. 2 of the party No. 1 and the No. 2 of the party No. 2;
AND WHEREAS the said Shri RMM had retired from the said firm,
on	;
AND WHEREAS since then, the present parties had been operating as the partners of the said firm, the Nos. 1 and 2 of the party No. 1 having 60 per cent interest, and the Nos. 1 and 2 of the party No. 2 having 40 per cent interest;
AND WHEREAS the said firm has successfully undertaken and completed a number of projects and earned considerable amounts of profits;
AND WHEREAS by way of investment, the said firm had invested its money in a number of properties;
AND WHEREAS of late, differences between the partners having cropped up, they had about six months back agreed in principle to plan the business of the firm in such a way that one of the branches retires from the firm;
AND WHEREAS, accordingly, to minimise the undertakings of the firm, the parties had also entered into agreements, assigning rights over certain properties as described hereinbelow;
AND WHEREAS the parties found that by mere assignments, the problems cannot be solved, as some of the undertakings will have to be continued for a considerable time to come;
AND WHEREAS, therefore, the parties mutually decided that the party No. 1 shall retire from the said firm, and the party No. 2 shall continue to operate the said firm;
NOW, THIS DEED WITNESSES, and it is hereby mutually agreed by and between the parties as follows :
1.  That the party No. 1, that is to say, Shri RBK and Shri PBK, do hereby retire from and go out of the partnership firm, viz. M/s Gemini & Company, i.e. the No. 3 of the party No. 2, and as on today, the total firm consists of the Nos. 1 and 2 of the party No. 2, namely Shri AVM and Shri VRM.
2. That earlier, by an agreement, dated	, the Nos. 1 and 2 of the party No. 2 had agreed to take assignment of the rights over the properties bearing Survey Nos. 	 	and	, on the payment of Rs.	to the party No. 1. Thereafter, on	, the parties had again entered into an agreement of assignment in respect of the property bearing Survey No. 45 of Erandwana, Pune City, excluding the sanctioned and pending scheme on the payment of  Rs.	unto the party No. 1 and also by an agreement, dated	, a similar assignment of Survey No. 75, of Parvati, Pune City, was effected in favour of the party No. 2 on the payment of Rs. _   __. To the party No. 1.
3. That,  however,  now,  since the party No.   1  is retiring,  all these assignments have become redundant, and so as to make comprehensive provision, it is hereby agreed in supersession of the said agreements that the party No. 1 and 2 of the party No. 2 shall pay to the party No.  1 a total sum of Rs.__by way of refund of capital, share of goodwill,   share of profits,  assets and appreciation  and  all and whatsoever claims that the party No. 1 does have in and against the party No. 3 of the party No. 2 or the Nos. 1 and 2 of the party No. 2.   Of these amounts, the party No. 1 so far received a sum of Rs.__on different counts under different agreements, and, now. A sum of Rs. 15,50,000/- has yet to be paid by the party No. 2 to the party No. 1, and the said payment is to be made as under:
A Rs. 1,50,000/-at the time of the execution of these presents;
and
B Rs. 2,00,000/- on or before 31st day of	, and thereafter,
C Rs.   1,00,000/- per month upto the end of _	, i.e. for a
period of 12 months.
4. That from this date, the party No. 1 ceases to be the partners in the said firm,  and they shall neither be liable for any transaction, dealings or liabilities of the said firm, nor shall they have any right to claim or recover any amounts of the said firm.
5. That all the assets, debts, book-debts, materials, furnitures and fixtures of the firm shall continue to be the properties of the party No. 2 wherein the party No. 1 shall henceforth have no right, title or interest whatsoever.
6. That by way of further clarification, it is to be on record that the office bearing No. 6 in the Gokul Chambers, Karve Road, Pune 411004, is the exclusive property of the Mo. I of the party No. I. Likewise, Flat No. 12 in the building at 1000 Sadashiv Peth, Pune 411030, is the exclusive property of the No.   1 of the party No. 2; the Premier Padmini car bearing No. MH-12/AD-2754 is to be the exclusive property of the No. 1 of the party No. 1, while the Premier Padmini car bearing No. MH-12/D-8090 is to be the exclusive property of the No. 1 of the party No. 2.
7. That the firm is presently having its office at 1000 Shivajinagar, Pune 411016, in hired premises, and the said premises have been furnished at its costs.  However, in view of the fact that the removal of the said furniture will cause a great loss of value, the tenancy rights over the said premises along with the furniture are given to the party No.  1.   The telephone connection bearing No. 5656234, which is in the name of the party No.  1 of the party No. 2 shall continue to be the exclusive property of the No. 1 of the party No.2. The Opal imported car bearing No.  MH-12/AD-8888 is the property of the firm, though it was purchased and, therefore, stands in the name of the No. 1 of the party No. 1.   However, the same is the property of the firm, and hence, has been given to the party No.2. 
8. That as a result of this retirement, the rights of the firm over the properties bearing Final Plot No. 100 Shivajinagar, Survey No. 200 of Dhanakwadi and the rights over Survey No. 300 of Erandwana, Pune City, including the scheme under construction as well as the balance of the vacant land have now become the exclusive rights of the Nos. 1 and 2 of the party No. 2, and they shall be at liberty to deal with the said properties as they please, and the party No. 1 shall have no claim, right, title or interest in or over the said properties.
9. That by way of abundant caution and clarification, it is further recorded that the office No. 45 in the building at 2000 Sadashiv Peth, Pune 411030, which is held by the No.  1 of the party No. 2 as a tenant, shall continue to be the exclusive property of the No. 1 of the party No. 2.
10. That the party No. 2 may admit any more partners and may deal with assets of the firm, as the Nos. 1 and 2 of the party No. 2 may deem fit.
11. That the party No. 2 shall be entitled to receive and recover all the outstandings, debts and claims of the said firm and hall also be liable to pay and discharge all the liabilities of the firm.
12. That the unfinished scheme of the firm at Survey No. 80 of Erandwana will be completed by the party No. 2 by recovering from its members the outstanding dues and by carrying out the construction in the said scheme.
13. That the party No. 1 hereby assures and undertakes to sign all the necessary papers,   documents,   consents,   deeds,   affidavits,   etc.. which may be required for transferring any of the properties in the name of the party No. 2 or for giving proper effect to this deed of retirement.
14. That by this deed of retirement, the original partnership-deed, dated 	, is further amended, and henceforth, the only partners in the firm shall be:
(i) Shri AVM, having 50 per cent share and interest in the firm and profits, and
(ii) Shri VRM, having 50 per cent share and interest in the firm and profits. .
IN WITNESS WHEREOF the parties hereto have signed hereunder at Pune the date first abovementioned.
1. Sd/- RBK 
2. Sd/- PBK PARTY NUMBER ONE
1.	Sd/- AVM
2.	Sd/- VRM
Witnesses :                                                                            PARTY NUMBER TWO
Sd/-xXx
Sd/-xXx