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 amountB. Shri
................................ ....... per cent of such amountC. Shri
................................ ....... per cent of such amountThe 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 profits1.2.3.4.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
PartyThird Party Fourth
PartyWITNESSES;1.2.