DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP made at ..............on the................ day of .................... 2010 BETWEEN (1) ........................... of ..............,Indian Inhabitant, having address at................................................................... (which expression shall unless it be repugnant to the context or meaning thereof, include his heirs, executors, administrators and assigns) hereinafter called the Party of the FIRST PART; (2) ....................Indian Inhabitant, having address at ................................................ .......................................................................................................................... (which expression shall unless it be repugnant to the context or meaning thereof, include his heirs, executors, administrators, and assigns) hereinafter called the Party of the SECOND PART; and (3)  .................., Indian Inhabitant, having address at ...................................................................................................................................................................................... (which expression shall unless it be repugnant to the context or meaning thereof, include his heirs, executors, administrators, legal representatives and assigns) hereinafter called the Party of the THIRD PART;

WHEREAS:-

(a) The parties hereto are desirous of carrying on business of .......................................... in partnership upon the terms and conditions recorded hereinafter.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER:-

1. The Partnership shall commence (or shall be deemed to have commenced) on the ................ day of ............ 200.......

2. The name of the firm shall be “Messers ............................”.

3. The Partnership shall be “at Will”.

4. The business of the Partnership shall be carried on at ....................................................................................................................................or at such other place or places as the partners may from time to time agree upon.

5. The business of the partnership shall be of .................................. ............................ and/or such other business as the partners may from time to time decide.

6. The accounting year of the partnership shall be from 1st day of April to 31st day of March of the next year.

7. The Bankers of the Partnership shall be such bank or banks as the partners may from time to time agree upon and such bank account or accounts shall be operated by such partners or partner as the parties hereto may from time to time agree upon.

8. The capital of the partnership shall be the sum of Rs. ........................ /- and shall be provided by the partners in their profit and loss sharing ratio. If at any time hereafter any further capital is required for the purpose of the partnership the same shall, unless otherwise agreed, be contributed by the partners in the same ratio. The partners shall be entitled to interest on the capital brought in by them.

9. Simple interest at the rate of per annum or at such other rate as may be mutually agreed upon or at such rate not exceeding rate as may be prescribed by the Income Tax Act in Section 10(b) or such other statutory modifications or re-enactment thereof as may be in force from time to time, shall be payable on the amounts standing to the credit of Capital Account, Loan Accounts or Current Accounts of the Partners, from time to time, with effect from ...................... 20…………

10. SHRI .............................................., the party of the First Part and SHRI ............................................................, the party of the Second Part (hereinafter referred to as Working Partners) shall devote such time and attention in the conduct of the Partnership business as the circumstances and the business needs may require. In consideration thereof the Working Partners shall be entitled to the remuneration as hereinafter mentioned.

No fixed remuneration shall be paid, however it shall be in accordance with the provisions of Income Tax Act, 1961. The aggregate remuneration payable to the working Partners in every year shall be in the following ratio:-

(1) in case of a firm carrying on a profession referred to in section 44AA or which is notified for the purpose of that section:-

(a) On the first Rs. 1,00,000 Rs. 50,000 or at the rate of the book-profit of 90 percent of the book or in case of a loss profit, whichever is more;

(b) On the next Rs, 1,00,000 at the rate of 60 percent; of the book-profit

(c) On the balance of the at the rate of 40 percent; book profit

OR

(2) in the case of any other firm:-

(a) On the first Rs. 75,000 of Rs. 50,000 or at the rate the book-profit, or in of 90 percent of the book case of a loss profit, whichever is more;

(b) On the next Rs, 75,000 at the rate of 60 percent; of the book-profit

(c) On the balance of the at the rate of 40 percent; book-profit

(THE APPLICABLE CLAUSE SHOULD BE INCORPORATED)

The parties are at liberty to modify the remuneration payable to each of the partners in accordance with the provisions of Income Tax Act, 1961.

11. That the Remuneration and/or interest paid as above shall be a charge on the Profit & Loss Account.

12. The share of the Partners in the profit and loss of the partnership, after payment of interest on Partners’ Capital/Current/Loan account and remuneration to the working Partner/s, shall be as follows:-

NAMES PERCENTAGE

(1) ..............................................

(2) ..............................................

(3) ..............................................

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Total 100%

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13. Proper books of account shall be maintained as are usually maintained in the trade and business of similar nature and shall be maintained properly posted up and kept at the principal place of business of the partnership or other offices of the partnership as may be agreed upon and each of the partners hereto shall be entitled to have inspection of the said books of account and shall also be entitled to copy or extracts there from.

14. As soon as practicable after the end of every accounting year during the continuance of the partnership a general account and valuation shall be taken and made up to the end of every accounting year.

15. Each partner shall:

(a) devote his whole time and attention to the Partnership business (except during holidays);

(b) punctually pay and discharge his separate debts and engagements and indemnify the other partners and the partnership assets against the same and all proceedings cost, claims or demands in respect thereof;

(c) be just and faithful to the other partners in all transactions relating to the partnership business and at all times give to the others a true account of all such dealings.

16. None of the partners shall without the consent of the other Partners:-

(a) engage or be concerned or interested either directly or indirectly in any other similar business or occupation;

(b) engage, make any contract with or dismiss any employee;

(c) forgo the whole or any part of any debt or sum due to the partners;

(d) except in the ordinary course of trade dispose of by loan pledge, sale or otherwise of any part of the partnership property;

(e) become bail guarantor or surety for any person or do or knowingly suffer anything whereby the partnership property may be endangered;

(f) assign or charge their interest in the firm or;

(g) draw or accept or endorse any bill of exchange or promissory note on account of the partnership.

17. If any partner desires to retire from the partnership he/she may do so after giving three months clear notice to other partners.

18. Death of any of the partners hereto shall not dissolve the partnership but the legal representatives of the deceased partner shall be taken up as a partner in place and stead of the deceased partner.

19. The rights, powers, duties and obligations of the parties (partners) hereto shall be governed by The Indian Partnership Act, 1932 or such other statutory modifications or re-enactment thereof.

20. If any dispute arises between the parties hereto in respect of the partnership, the same shall be referred to the Arbitration under The Arbitration and Conciliation Act, 1996 or the Arbitration Act as may be in force.

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,  the Party of the First Part, in the presence of. ..

SIGNED AND DELIVERED by the within named,  the Party of the Second Part, in the presence of. ..

SIGNED AND DELIVERED by the within named, , the Party of the Third Part, in the presence of. ..