DEED OF PARTNERSHIP
THIS DEED OF PARTNERSHIP made and executed at Bangalore on this the 20th day
of April 2007 by and between :1. abc
,
Aged about 42 years residing at
No 52, Singh Garden,
Coconut Avenue Road, 8th Cross,
Malleswaram, Bangalore-560 003.
(Herein after called the First Party which expression shall include his successors,
assigns and administrators, heirs and legal representatives) of the First Part
And
2. Sri. xyz
aged about 36 years, residing at
No 52, Singh Garden,
Coconut Avenue Road, 8th Cross,
Malleswaram, Bangalore-560 003.
(Herein after called the Second Party which expression shall include her
successors, assigns and administrators, heirs and legal representatives) of the
Second Part
WITNESSETH AS UNDER :
Where as the above parties are desirous of carrying on business in partnership of SALES
AND SERVICING OF MATERIAL HANDLING EQUIPMENTS SUCH AS
FORKLIFT, BATTERY OPERATED TRUCKS in the name and style of “M/S SANI
ENGINEERING CO”
NOW THIS DEED OF PARTNERSHIP WITNESSETH AS FOLLOWS :
COMMENCEMNT :
This agreement shall come into force with effect from 20/04/2007
NAME AND STYLE :
This business of the firm shall be carried under the name and style of abc CO., or such
other name and style as the partners may agree from time to time.
PRINCIPAL PLACE OF BUSINESS :
The Firm shall have its principal place of business at # , address. Or any other places, as
the partners may decide from time to time.
DURATION OF PARTNERSHIP :
The partnership will be “AT WILL”. Any partner desiring to retire from the firm shall do
so by giving a month’s notice in writing to the other partners. Death or retirement of a
partner shall not have the effect of dissolving the firm and the remaining partners shall be
entitled to carry on the business of the firm either in partnership between themselves or
by admission of one or more other persons as partners.
BRANCHES/OFFICES ETC :
The firm may open branches, offices etc.,at different places, as may be decided by the
partners from time to time.
NATURE AND OBJECTS OF BUSINESS :
The partners have mutually decided the partnership to carry on business relating to
SALES AND SERVICING OF MATERIAL HANDLING EQUIPMENTS SUCH AS
FORKLIFT, BATTERY OPERATED TRUCKS Or other business as from time to time
as decided by partners of the firm.
CAPITAL CONTRIBUTION :
The initial capital of the firm shall be Rs.11, 00,000 /- to be contributed by the partners in
the following manner
First Partner
: Rs. 9,00,000.00
Second Partner : Rs. 2,00,000.00
The partners may bring such further capital as unanimously decided by them from time to
time as and when required by firm.
INTEREST ON CAPITAL AND / OR LOAN :
The funds contributed by the partners either in the form of capital or loan shall carry
simple interest @ 12% per annum or such other rate as may be prescribed under Section
40(b) of the Income tax Act, 1961, or any other applicable provision as may be in force
for Income – tax assessment of the partnership firm for the relevant accounting period.
MANAGEMENT AND REMUNERATION :
Mr. abc shall be the Managing Partner and shall be responsible for the day-to-day
management of the business. Partner’s shall be entitled to remuneration in the form of
fee, based on the time spent, as may be agreed upon by the partners from time to time.
The Working Partner shall be eligible for Additional Form of Remuneration for the dayto-day management.
ACCOUNTS :
Proper books of accounts shall be maintained by the firm and the same shall be closed
once a year on 31st March, and the same shall be signed by all the partners.
SHARING OF PROFITS / LOSSES :
The net profits/losses, arrived as per the Income Tax Act, 1961 shall be divided by the
partners in the proportion of 60% : 40%.
The remuneration payable to partners shall not exceed the limits prescribed below for the
purposes of taxation of the firm :Profit before Remuneration
----------------------------a) Up to Rs. 75,000/b) Next Rs. 75,000/c) On balance amount
Percentage
-----------up to 90%
up to 60%
up to 40%
For the purpose of clarification, it is stated that the interest and remuneration payable to
the partners as reckoned above shall be charged against the profits of the firm for the
purpose of allocation of the profit on the ratio mentioned below. However the amount of
Remuneration / Interest payable to partners shall not exceed the amount which is allowed
as deduction u/s 36(1)(iii),40(a)(i), 40 (a)(ii) of the Income Tax Act 1961 read with
modification from time to time.
ADMISSION, RETIRMENT, EXPULSION OF PARTNERS AND DISSOLUTION
OF THE FIRM:
ADMISSION : No new partner shall be admitted to the firm except with the written
consent of all the partners. However, in the case of a nominee of a deceased partner as is
referred to in clause 4 below, the other partners shall be bound to admit such nominee as
a partner of the firm, in the manner mention therein.
RETIREMENT : Any partner, desiring to retire from the firm shall do so by giving a
month’s notice in writing to the other partner/s.
EXPULSION: A partner may be expelled from the firm by a majority decision to that
effect of the partners of the firm, in the following circumstances:
No partner shall borrow funds in the name of the firm without the written consent of the
other partners.
No partner shall try to sell, transfer or otherwise dispose off the fixed assets of the firm
without the written consent of the other partners. However, before exercising the
aforesaid powers, the offending partners shall be given one month’s notice in writing to
make suitable amends or make good the damages and losses incurred by the firm as
mentioned above.
DISSOLUTION:
Death, retirement of expulsion of a partner shall not have the effect of dissolving the
firm. In particular, no partner has the right to demand dissolution of the firm.
SETTLEMENT OF ACCOUNTS:
In the event of admission, retirement and expulsion of partners and the dissolution of the
firm, for the purposes of settlement of rights and accounts between the partners, the
goodwill of the business of the firm shall be recorded as an assets of the firm. All the
fixed assets of the business shall be revalued taking into account the life of such assets,
the prevailing market prices for the same and all other relevant factors. Provision for bad
and doubtful debts shall also be made. Any surplus or deficit arising out of the aforesaid
exercise shall be divided in proportion to the profit sharing ratio and credited or debited,
as the case may be, to the respective accounts of the partners.
GOODWILL :
The Goodwill of the firm shall consist of the use of the firm’s name including trade
names, if any, and the right of carrying on business of the firm, with all other incidental
rights attached thereto. The value of goodwill shall be the figure arrived at by the
Auditors of the firm taking into consideration the profits of the previous years.
BORROWING POWERS :
No partner shall have the right to borrow funds in the name of the firm without the
written consent of other partner/s. Further, no partner shall proved any type of guarantee
in the name of the firm and crate any type of liability or charges against the firm without
the written consent of all the partners.
PROVIDED THAT, the firm can borrow funds from banks, financial institutions and
other private parties for the purpose of the business of the firm only with the unanimous
consent of all the partners in writing and all such documents shall be signed by all the
partners or by any partner duly authorized in this behalf by all the partners.
BANK ACCOUNT AND OPERATIONS :
Bank accounts may be opened in any bank/s with the concurrence of all partners and such
accounts shall be operated in such manner as decided by all the partners, from time to
time.
ARBITRATION:
In case if any dispute or difference of opinion arising between the partners, the same shall
be settled only; in accordance with the provisions of the Indian Arbitration Act. 1940, and
none of the partners shall be entitled to approach the court of law and during the
pendency of arbitration proceedings, none of the partners shall obtain any injunction or
stay to paralyze the business of the firm.
APPLICATION OF INDIAN PARTNERSHIP ACT 1932 :
Except to the extent mentioned above in this deed to the contrary, all the other provisions
of the Indian Partnership Act. 1932, shall be applicable to the firm.
AMENDMENTS/ALTERATIONS ETC:
No amendments, alterations, additions, deletions, substitutions to this Agreement shall be
done without the consent in writing of all the partners.
IN WITNESS WHEREOF, the parties hereto affix their signatures to this Deed on the
day, month and year, hereinabove first mentioned .
WITNESSES :
1.
.
(FIRST PARTY)
2.
(SECOND PARTY)