partner for dissolution of the firm was held maintainable under sec. 69(3)(a) of
the said Act?Ramesh Kumar Bhalotia v L.K. Bhalotia AIR 2001 Pat 174.
Suit for enforcement of right arising from a contract filed by partner of an
unregistered firm against third party, was held not maintainable?Ranadhir Deb
Roy v State of Assam AIR 2001 NOC 47 (Gau).
Unregistered firm can make reference to arbitration without intervention of
court?Ram N.P . Sinha v K.M. Consultants AIR 2002 Bom 90.
Deed of Partnership
THIS DEED OF PARTNERSHIP made this day of……………….. in the year of…….
BETWEEN…………………………………………….. FIRST PART hereinafter referred to
as the FIRST PARTY AND………………………. by faith Hindu, by occupation
business, of the other part hereinafter referred to as the OTHER PARTY,
hereinafter both of them jointly called as PARTNERS.
NOW THESE PRESENTS WITNESSETH :
1. The name and style of the Partnership Firm shall be………………. and the
registered office shall be at………………… or at any other place or places as the
partners may mutually agree upon in future.
2. The Partnership shall be at Will.
3. The parties to these presents have become Partners, with effect
from……………………… by virtue of this Indenture.
4. The terms and conditions of this Deed shall take effect from??……?..
5. The business of the firm is now that of…………………….
6. The amount of Capital will be Rs????. to be contributed b y the Part-
ners herein????The Capital may be increased at any time by mutual consent
of both the partners.
7. Any partner may with the consent of the other partner advance any amount
of money as may be required for the necessity of the Firm by way of loan which
may bear interest at the rate not more than eighteen percent (18%) per annum.
Loans, may also be raised from external sources for the benefit of the Firm on
such terms and conditions as the partners may mutually agree upon.
8. The Profits or Losses of the Firm as the case may be shall be divided
between the Partners in the following manner :
9. The bank account or accounts may be opened in the name of the Firm
with any bank or banks by the partners which they shall mutually agree upon.
The partners may also apply to the bankers of the Firm for availing the financial
Ch. 52] PARTNERSHIP?FORMS 799800 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
assistance The bank account or accounts may be opened with other bank or
banks which the partners shall mutually agree upon in future. The bank account
or accounts will be operated under joint signatures of both the partners. Such
arrangement may be changed and/or altered with the mutual consent of the
Partners at any time.
10. The accounting year of the Firm will run from 1st day of April to the last
day of March.
11. (A) The Partners will be entitled to get the payment of interest by the
Firm on Capital standing at their respective credit and also on introduction of
further Capital and/or loan paid by them to the Partnership Firm over and above
their respective Capital at such rate as may be mutually decided by them from
time to time provided that the rate of such interest shall not exceed 18%
(Eighteen) per annum and such decision of the Partners may be taken verbally
or in writing which will be deemed to be the part and parcel of the stipulations
of this Deed. Any payment of such interest to the partners will be deemed to be
expense of the Partnership business and will be debited to the Profit and Loss
Account to determine the profits or losses, as the case may be, of the Partnership
Firm. After drawing up the final accounts of the Partnership business of the
relevant year, the interest on Capital which will be determined to be payable to
the partners, shall be credited to their respective accounts at the close of
(B) Both the Partners to these presents are actively engaged in conducting
the affairs of business as working partners and in consideration thereof, they
shall be entitled to get yearly remuneration (which term shall include the bonus
and commission also) as under :
(a) That the yearly remuneration payable to the Working Partners shall be
computed/quantified in the manner of percentage on the Book Profit
as defined u/s. 40(b)(iv)(2), read with explanation 3 of the said section
of the Income Tax Act, 1961 for each accounting period according to
following ratio :
Level of Book Profit Amount of yearly Remuneration
(i) On the First Rs. 75,000 of Rs. 50,000 or at the rate 90% (Ninety
the book profit or in case of percent) of the book profit whichever
a loss. is more.
(ii) On the next Rs. 75,000 of at the rate 60% (Sixty percent).
the book profit.
(iii) On the balance of the book at the rate 40% (Forty percent).
(b) That such amount of yearly remuneration shall be distributed between
the Working Partners in the following proportion :
(1) . . . . . . . . . . . . . . . . . . . . . . .
(2) . . . . . . . . . . . . . . . . . . . . . . .
(3) . . . . . . . . . . . . . . . . . . . . . . .Provided that the total remuneration payable to all partners as calcu-
lated above for the relevant accounting, period shall in no case exceed
the maximum amount permissible as deduction per year to the Firm
under the Income Tax Act, 1961. Such remuneration which will be
determined to be payable to the Working Partners will be allowed as
expenses deductible in computing the income or loss of the Partnership
Firm, as the case may be, chargeable under the head. ?Profits and
Gains of Business? in terms of the provision of the Income Tax Act, 1961
which will be in force from time to time.
(c) that for the purpose of above calculation the Book Profit means the net
profit, as shown in the Profit and Loss Account for the relevant previous
year, computed in the manner laid down in Chapter IVD of the Income
Tax Act, 1961 as increased by the aggregate amount of the remunera-
tion paid or payable to both the working partners of the Firm if such
amount has been deducted while computing the net profit.
(d) that for the purpose of this clause ?Working Partner? means an
individual who is actively engaged in conducting the affairs of the
business of which he is partner.
(e) that in case any of the partners to these presents fails to keep himself
actively engaged in conducting the affairs the business of this Firm as
Working Partner due any reason in any accounting year, such partner
will not be entitled to get remuneration for such period. But the
remaining partner shall be entitled to get remuneration only according
to the manner mentioned in clause 11(B)(b) of this Indenture in
consideration of his service rendered to the Firm.
(f) that the remuneration payable to the Working Partner of the relevant
year shall be credited to their respective accounts at the close of the
accounting period when the final accounts of the Partnership business
will be drawn up and the amount of remuneration due to them is
(g) that the partner herein shall be entitled to increase or reduce the
quantum of remuneration and also agree to revise the mode of
calculating the above remuneration if necessary in future.
(h) That for the sake of convenience, the interest on capital and remunera-
tion receivable by each partner, hereinafter shall be referred to as
12. The Partners may draw such sum or sums of money for their personal
purpose from time to time from their Capital Accounts and after adjustment of
such drawings of each partner with the combined sums (interest on Capital and
Remuneration) receivable by him, the balance if any shall be transferred to the
Capital Account or Current Account of the Partners. In case, if any amount is
found to have been withdrawn by any Partner in excess over such combined
sums, on the closing day of the accounting year the same will be treated as his
withdrawal from his capital account. Similarly, in case any amount drawn by any
Ch. 52] PARTNERSHIP?FORMS 801
G : CDD (Vol. 6) ? 51802 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
Partner less than of such combined sum the same may be kept as liability of
the Firm to the partners or may be deemed to be his introduction as Capital.
13. The books of accounts along with vouchers and other necessary papers,
documents etc. as required under law shall be kept at the place. of business and
will remain open to the partners for inspection and each partner or his agent will
have the right and power to take copies of such accounts or documents at all
reasonable. time. The Profit and Loss Account and Balance Sheet shall be drawn
at least once in a year and the share of Profit as the case may be shall be adjusted
with the Capital Accounts of the Partners.
14. The partners save as otherwise expressly provided in clause 12 of this
Indenture, may draw sum or sums of money from time to time for their necessity
as may be mutually agreed upon from their individual accounts which in no case
shall exceed the amount standing in his credit.
15. None of the partners shall without the consent in writing of other partners
release or compound any debt owing to the Firm or diminish security without
receiving the full amount thereof or lend any money or delivered the goods
belonging to or otherwise than in usual course of business of the Firm or make
any assignment or trust of his share or interest in the Firm or do or knowingly
permit to be done anything whereby the property of the Firm may be exposed
in execution. Any infringement of the terms stipulated above on the part of any
partner shall enable the others to exclude the former from this partnership
16. The partners at any time may admit any other person or persons as
Partner or Partners in the Firm on such terms and conditions as may be mutually
agreed upon. In case of such reconstitution, interest on Capital and Remunera-
tion receivable by the existing Partners up to the date prior to such reconstitution
shall be credited to the Capital Accounts of the existing Partners, after deducting
their drawings out of the aforesaid amount.
17. The Partnership shall not be dissolved on retirement, resignation,
insolvency or physical incapacitation of any partner.
18. The Goodwill of the Firm will be ascertained at two years purchase of
the average net profit of last three accounting years.
19. Any Partner may retire or resign from the Partnership by giving three
months? clear notice according to English Calendar, to the other partners in
writing stating his intention of doing so, in such case, share of profit or loss of
the Retiring Partner up to the date of his retirement or resignation shall be
ascertained and after adjustment of his drawings and liabilities of his share in
the Firm, the balance in Capital Account standing in his credit up to the date of
his retirement or resignation as well as his share of Goodwill in the Firm, to be
ascertained in the manner as described in clause 18 of this Indenture, shall be
paid by the continuing partner within three months from the date of his retirement
or resignation. The continuing partner will have the right to carry on the business
as sole Proprietor or in Partnership with other person or persons as the case
may be enjoying the Goodwill and Tradename.20. In case of death of any partner, the partnership shall not be dissolved
the legal heir of the partners named below shall step into the shoes of the
deceased partner, if they so desire taking over the deceased partner?s share,
interest, assets and liabilities in the Firm. If the legal heir of the deceased partner
do not express their willingness within two months from the date of receipt of
Communication to be sent by the other partner to him within thirty days from
the date of death of the deceased partner in such case it will be deemed that
the legal heir is not willing to enter into Partnership with the other partner and
the matter will be settled as in the case of Retiring Partner as stipulated in Clause
19 of this Indenture. The other partner shall have the right to carry on the business
in the manner he may like without any let or hindrance on the part of the legal
heir of the deceased partner.
(i) In place of First Part :
(ii) In place of other Part :
21. None of the Partners shall sell or mortgage his share and interest in this
business to any stranger.
Partnership may be dissolved with the consent of both the partners
and the property and assets of the Firm shall be realised and the proceeds shall
be applied for paying the outstanding Government? dues, if any and liquidating
the claims of the creditors including the loan advanced by the partner or partners
together with interest. The surplus, if any shall be applied for repaying to the
partner or partners, the amount of interest on Capital and Remuneration
receivable by the Partners up to the date of dissolution. Thereafter the surplus
shall be utilised to repay the balance standing in the Capital account of each
partner and the further balance, if any, available shall be divided between the
partners in proportion to their respective profit & loss sharing ratio.
23. Any dispute or difference which may arise amongst the partners with
regard to the construction, meaning and effect of this Deed or any part thereof
or the rights and liabilities of the partners in the Firm shall be referred to arbitration
consisting to two Arbitrators, one to be appointed by each partner and in case
of disagreement between the Arbitrators by an Umpire to be appointed by the
Partners whose decision shall be final and binding upon the partners.
24. Both the partners herein are hereby individually empowered and
authorised to sign all applications, contracts, tenders, documents, receipts,
agreements, letters, negotiations etc. in respect of arbitrations licenses, regis-
trations, tenders, orders etc. relating to this partnership business and also to
appear and represent the Firm on behalf of the other partner before the
Authorities which may be necessary from time to time. All acts, deeds and things
lawfully done by any of the partners herein shall be deemed as acts, deeds and
things done by the other partner and shall be binding upon him.
25. All notices required to be given to any Partner shall be deemed to have
been served, if sent to such partner at the office of the Firm or at his residential
address by registered post.
26. The above terms and conditions may be varied, altered, aborgated and
Ch. 52] PARTNERSHIP?FORMS 803804 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
new terms and conditions may be added from time to time with the consent of
both the partners either verbally or in writing as the partners may think fit and
27. In all matters not specifically covered by the aforesaid clauses the
provisions of the Indian Partnership Act, 1932 shall apply.
IN WITNESS WHEREOF the parties to these presents do hereby set and
subscribe their respective hands on the day, month and year first above written.
SIGNED in the presence of :
Partnership between two persons for carrying on Civil
Construction Business?Capital Contribution includes
immovable property purchased out of joint
contribution?provision for payment of
interest on capital, loan and salary in
accordance with Income
Tax Act, 1961
THIS DEED OF PARTNERSHIP is made this………. day of……… 20…. by and
BETWEEN A.B. son of……………….., aged about 28 years, by religion Hindu, by
occupation business, residing at…….. hereinafter called the First Party (which
terms and expressions shall excluded by or repugnant to the context be deemed
to be his heirs, executors, administrators, representatives and assigns) of the
First Part AND C.D. son of…………… aged about 25 years, by religion Hindu, by
occupation business, residing at………… hereinafter called the Second Party
(which terms and expressions shall excluded be deemed to be his heirs,
executors, administrators, representatives and assigns) of the other part.
NOW THIS INDENTURE WITNESSETH that the above named parties hereby
agree and undertake to carry on the said partnership business under the terms
and conditions enumerated below:
1. The business of the partnership shall be carried on under the name
and style of M/s. L.G. Construction or under such other name or names
as may be agreed upon by the parties.
2. The business of the partnership shall be carried on from its place of
business situated at……….. until shifted therefrom by mutual consent
of the partners. The partners by their mutual consent may also open
a branch of branches in any place or places in India or abroad.
3. The partnership shall be to carry on the business in the line of civil
contractor and/or any other business which the partners may mutally
agree.Commencement of the Business and Duration :
4. The partnership shall be deemed to have been commenced on and
from……….. and shall continue till determined by mutual consent of the
partners or as provided in the Deed.
5. The capital of the partnership consists of premises No…………. which
has been purchased by them jointly out of their equal contribution by
a deed of conveyance dated……… registered in the office of Registrar,
Alipore, South 24 Parganas. The partners hereto may invest any
amount towards capital over and above the initial investment as capital
to the partnership by their mutual consent as and when the same will
be required for the smooth running of the business.
Loans & Advances :
6. Any amount over and above the aforesaid initial capital which may be
brought in or arranged by way of the partners shall be taken as loan
to the firm.
Profit Sharing :
7. The profits and/or lossess of the firm will be determined at the end of
the financial year in accordance with the provisions contained herein-
after and the same will be shared and/or borne by the partners in the
following ratio :
FIRST PARTY ………….. 50%
SECOND PARTY……….. 50%
Partners Remuneration :
8. It is hereby agreed that in consideration of their active participation in
the affairs of the firm, they shall be entitled to remuneration. The
remuneration payable to the said persons shall be computed in the
manner laid down in Explanation 3 to section 40(b) of the Income Tax
Act, 1961, or any other applicable provision as may force in the Income
Tax assessment of the partnership firm for the relevant accounting year.
Such remuneration apportioned between the aforesaid partners in the
(1) ………… 50%
(2) ………… 50%
However, the above remuneration to each partner will be adjusted to
maximum ceiling of Rs. 36,000 per annum to each partner making all
together Rs……..per annum. The said remuneration shall be calculated
at the close of the accounting year and shall be credited to the account
of each of such partners will be entitled to withdraw out of such
remuneration for their personal needs from time to time.
Ch. 52] PARTNERSHIP?FORMS 805806 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
Interest on Capital :
9. Interest at the rate of 12% per cent per annum or as may be prescribed
under section 40(b)(iv) of the Income Tax Act, 1961, or any other
applicable provision as may be in force in Income Tax assessment of
the partnership firm for the relevant accounting year shall be payable
to the partners on the amount standing to the credit of the account of
the partners. Such interest shall be calculated to the account of each
partner at the close of the accounting year. However, in case of loss
or lower income, rate of interest may be NIL or lower than 12% per cent
as may be agreed to be and between the partners from time to time.
Bank Account :
10. An account or accounts with any nationalised bank or banks may be
opened by the partners in the name of the firm and shall be operated
upon by the partners jointly.
11(a). The proper books of account shall be kept by the partners wherein the
day to day transactions and other particulars relating to the said
partnership shall be entered as are usually entered in the books of
accounts kept by the persons engaged in the same time of business
and consolidated profit and loss account of each year shall be entered
in the books of accounts maintained for the purpose. The said books
of accounts with all securities, if any, documents, letters or other things
concerning or belonging to the partnership shall be kept in the office
of the firm and shall not be removed without the consent in writing of
the other partner but each partner shall have full access to the books
of accounts and other papers, documents or other things conserning
or relating to the partnership during the office hours and shall be at
liberty to take copies of the same.
11(b). The general account shall be taken in each year on the 31st March and
assets and liabilities and profit and/or losses of the partners shall be
12. No partner shall without the consent of the other partner in writing:
(a) assign or mortgage his share or interest in the partnership;
(b) compound, relinquish or discharge any debt which shall be due
or owing to the partnership without receiving the full amount;
(c) except in the ordinary course of business dispose of any loan,
pledge or sell or otherwise any part of the partnership properties;
(d) be engaged, interested or otherwise connected with other busi-
ness of the same line other than those already existing; and
(e) appoint or dismiss any employee of the firm.Goodwill :
13. At the termination of the partnership on the death or retirement of any
partner, the goodwill of the said partnership may be valued at the
preceeding five years? average profit. The valuation of goodwill will not
be considered before the completion of five years? business.
Amendment of the Partnership Deed :
14. Any of the terms and conditions of this deed may be varied, altered,
amended or substituted or added to by the mutual consent of the
partners in writting.
15. In case of death of any partner the partnership shall not be dissolved.
The legal heirs of the deceased partner shall be entitled to join as
partner in the partnership on and from the date of demise.
16. In case of voluntary retirement which shall be informed in writing by
each partner before one month, an account of the business and
statement of assets thereof shall be taken and made out and the share
of each partner in the capital and effects of the partnership and of all
unpaid interest and profit belonging to them up to the date of retirement
shall be determined and the retiring partner shall be paid his dues, if
any, out of the firm within 6 (six) months of the account being taken and
on such payment of his share in the partnership business shall vest
in the remaining partner.
17. In case of any dispute arising between the partners in respect of the
conduct of the business of the Partnership or in respect of interpreta-
tion, operation or enforcement of any of the terms and conditions of
this deed or in respect of any other matter, cause or using whatsoever
not herein otherwise provided for the same shall be referred for
adjudication to the arbitrators, one be nominated by each partner and
in case of difference between them, by the umpire selected by the
arbitrators whose decisions shall be final and binding on the partners
and their representatives.
IN WITNESS THEREOF the parties have hereto subscribed their respective
seals and hands on the day, month and year first above written.
1. First Party :
2. Second Party :
Ch. 52] PARTNERSHIP?FORMS 807808 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
Partnership Agreement between two Engineers for carrying
on Business in Mechanical and Structural Fabrication
Jobs?provisions for payment of interest on
capital and salary at statutory rates
THIS DEED OF PARTNERSHIP is made this………… day of………. 20…..
BETWEEN A.B., son of………., aged about……… years, by religion Hindu, by
occupation business, residing at……… hereinafter called the FIRST PARTY
(which term or expression shall unless excluded by or repugnant to the context
be deemed to include his heirs, executors, administrators, representatives and
assigns) of the ONE PART AND C.D. son of……….. aged about……… years, by
religion Hindu, by occupation business, residing at……… hereinafter called the
SECOND PARTY (which term or expression shall unless excluded by or repugnant
to the context be deemed to include his heirs, executors, administrators,
representatives and assigns) of the OTHER PART.
NOW THIS INDENTURE WITNESSETH that the parties hereto hereby covenant
with each other and undertake to carry on a partnership business under the
terms and conditions hereinafter appearing, that is to say:
1. The partners hereto and the survivors of them shall become and henceforth
continue partners in the trade or business hereafter to be known as ?APCON
2. The partnership shall be deemed to have commenced on and from the date
of these presents and continued till determined in the manner hreinafter
3. The principal place of business of the firm shall be at……… or at such other
place or places as the partners may from time to time determine.
4. The capital of the firm shall be Rs…….. (Rupees…………..) only or such other
sum as the partners may mutually agree from time to time AND shall be
contributed by the partners in equal proportion.
5. The Partners shall distribute the profits and bear the losses in equal
6. The firm shall maintain one or more than one Banking Accounts to be
operated upon by the Partners jointly or by their duly constituted Attorney
specially authorised for that purpose.
7. The Partners shall keep or cause to be kept proper books of account,
wherein shall be entered all moneys received and paid and all contracts entered
into, and all business transactions on account of the partnership and all books
of account, deeds and securities for money, vouchers, letters and other
documents belonging or pertaining to the partnership shall be kept at the place
or places where the business of the firm may from time to time be conducted.
8. The main objects of the partnership are to carry on business in the line
of Civil, Electrical & Mechanical contract jobs and Fabrication and supply or in
any other line or activities which the partners may decide from time to time.9. Immediately after each 31st day of March every year the Partners shall
take an account and valuation of the effect, credits and liabilities of the
partnership. Such accounts after scrutiny and satisfaction of the partners shall
be signed by the partners as a token of their acceptance and the profits or losses,
as the case may be, shall be divided as aforesaid between the partners.
10. Each partner shall be credited in the books of the firm with simple interest
12% per annum on her share of the capital for the time being, inclusive of any
further capital which may hereafter be brought in by her with the consent of the
other partner or partners, and such interest shall be paid to her in every year
before division of profits is made.
11. Each partner may from time to time, with the consent of the other partner,
advance any sum or sums of money to the firm by way of loan, and every such
advance shall bear simple interest @ 12% per annum from the time of making
the advance until repayment thereof, and may be withdrawn at any time at
3(three) months? notice. Each such interests as mentioned under this clause and
also under clause 10 hereof shall be cumulative and in any year if the firm suffers
any loss or the profits available to the firm is insufficient all accumulated
deficiency of interests for that year will be set off against the profits for the
subsequent year or years, as the case may be.
12. Whenever necessary, the firm may borrow from time to time, from any
person or financial institution any money that may be required for the purpose
of its business and pay such interests or interest on such deposits or loans as
may be agreed upon.
13. The partners hereto are actively engaged in the affairs of the partnership
business and shall be paid remuneration for the work done by each of them for
the partnership business. The remuneration payable to the partners shall be
computed in the manner laid down in Explanation 3 to section 40(b) of the
Income-tax Act, 1961 or as may be amended from time to time and the same
shall be apportioned between the partners herein in equal proportion, PROVIDED
HOWEVER, such remuneration payable to each partner shall not exceed the
limits prescribed under clause (v)(1) or (2) of section 40(a) of the Income-tax
Act, 1961, so long as it will remain in force or as may be amended from time
to time. The said remuneration shall be calculated at the close of the accounting
year and finally determined by the partners mutually as may be agreed upon,
PROVIDED FURTHER, no remuneration, by whatever name called, shall be
payable to any of the patners in the event the firm incurs loss or the profits arising
to the firm is insufficient to provide for the remuneration agreed upon.
14. Each partner may draw out of the banking account of the partnership
sums not exceeding Rs. 2,000 (Rupees Two Thousand) only a month on account
of her share of profits including the interest on capital and remuneration as
aforesaid but if on taking the annual general accounts the drawings of any of
the partners during any year shall be found to exceed in aggregate her share
of profits or amount of interests and remuneration for the year, he shall forthwith
refund the excess.
Ch. 52] PARTNERSHIP?FORMS 809810 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
15. No partner shall, without the consent of the other partner or partners do
any acts, deeds or things that may cause directly or indirectly encumbrances
or charges upon the firm or its assets.
16. The partners shall regularly pay and discharge their separate debts and
liabilities and shall indemnify the firm against the same.
17. The Partnership shall be deemed to be continuing on the admission of
a new partner or partners, provided the admission is on the terms herein laid
down and is approved by all the partners.
18. If any partner shall, at any time during the subsistence of the partnership,
be desirous of retiring from the firm, it shall be competent for him to do so by
giving to the firm at least three calendar months? notice, provided however, the
requirement of such notice period may be dispensed with at the discretion of
the firm if the retirement is on valid and justifiable ground. Upon such retirement,
an account of the business and statement of assets thereof shall be taken and
made out and the retiring partner shall be paid his dues, if any, out of the firm
within 6 (six) months of the accounts being taken and upon such payment of
his share in the partnership business shall vest in the remaining partners.
19. In case of death of any partner the partnership shall not be dissolved.
The legal heirs of the deceased partner shall be entitled to join as partner in the
partnership on and from the date of demise. Bankruptcy of any partner shall only
operate as retirement of that partner.
20. The partnership shall only be dissolved by mutual consent of the partners,
provided however, every partner shall be entitled to dissolve the partnership in
the event of any other of them committing breach of the conditions herein
covenanted, by giving a notice in writing.
21. Partners are authorised to appoint agent or agents, attorney or attorneys,
duly constituted for the purpose, to do, execute or perform any of the functions
or duties which the partners are required to do on behalf of the firm and agree
to ratify all such acts of the agents or attorneys in the lawful pursuit of the business
of the firm.
22. Subject to the provisions contained hereinabove, if at any time any
dispute, doubt or question shall arise between the partners or their respective
legal representatives either on the construction of these presents or respecting
the accounts, transactions, profits or losses of the business or otherwise in
relation to the partnership then any such dispute, doubt or question shall be
settled by conciliation between the partners in accordance with the provisions
contained in Part III of the Arbitration & Conciliation Act, 1996.
IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed
their respective hands on this day, month and year first abovewritten.
SIGNED SEALED & DELIVERED IN THE
PRESENCE OF WITNESSES :
FIRST PARTY :
Partnership between a developer holding development
right under an agreement and a group of persons
financing and executing the development
project on profit sharing basis
THIS DEED OR PARTNERSHIP made this………….. day of……… 20….. BE-
TWEEN SRI NIHARENDU GUHA, son of Late Sushil Kumar Guha, by faith Hindu
by occupation Business, residing at……….. hereinafter referred to as ?the PARTY
OF THE FIRST PART? (which term or expression shall unless otherwise excluded
by or repugnant to the context or subejct be deemed to mean and include his
heirs, executors, administrators, successors, legal representatives and assigns)
of the FIRST PART AND (1) SMT. SUVRA CHOWDHURY, wife of…………., by faith
Hindu and occupation Business, residing at……….. (2) SRI ARINDAM BARUA, son
of………………. by faith Hindu by occupation Business, residing at………….. and
(3) SRI KRISHNA PADA GHOSH, son of……………….. by faith Hindu by occupation
business residing at………………. hereinafter to as ?the PARTIES OF THE SECOND
PART? (which term or expression shall unless otherwise excluded by or
repugnant to the context or subject be deemed to mean and include their
respective heirs, executors, administrators, successors, legal representatives
and assigns) of the SECOND PARTY.
WHEREAS one (1) Sri Suprabhat Sanyal, (2) Sri Dipak Sanyal, (3) Sri Arun
Sanyal, all sons of Late…………… and residents of………….. (4) Smt. Sumitra
Banerjee (Sanyal), wife of…………. resident of…………….. and (5) Smt. Swapna
Lahiri, wife of……………. resident of………….. are the absolute owners in joint and
undivided possession of ALL THAT piece of land situated in Mauza………….. J.L.
No………… P .S……………. Sub-Registration Office, Alipore, District 24 Parganas
(South), now within Ward No…………. of the Kolkata Municipal Corporation,
containing an area of more or less 4(four) Cottahas 2(two) Chittacks 13(thirteen)
sq.ft., comprising Scheme Plot No………. within Block No. ?A?, Part of R.S. Plot
No……… Khatian No……….. and butted and bounded in manner following, that
is to say, on the North by Tank, on the South, by Road, on the East, by Path and
on the West, by Plot No……… hereinafter referred to as ?the said Land?.
AND WHEREAS the said Land was acquired by the Owners abovenamed by
virtue of an Indenture of Conveyance dated………. and registered at the Office
of the District Registrar, Alipore, 24 Parganas (South) and entered in Book No.
I, Vol. No………. to…….. Being No…….. for the year…….
AND WHEREAS the OWNERS entered into an Agreement with the Party of the
First Part on………….. for development of the said land and construction of a
multistoreyed building thereon at the cost of the Party of the First Part upon the
terms and conditions covenants mentioned therein.
AND WHEREAS the Party of the First Part is unable to undertake the proposed
development work and complete construction of the proposed building within the
stipulated period on account of some unforeseen personal problems and
difficulties and thereupon the Party of the First Part has approached to the Parties
Ch. 52] PARTNERSHIP?FORMS 811812 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
of the Second Art to undertake the proposed development work and construction
of the proposed building under terms and conditions mutually agreed upon as
NOW THIS DEED WITNESSETH as follows:
1. The Parties hereto of the First Part and the Second Part hereby agree to
constitute a firm of Partnership and undertake construction and completion of
the proposed development project in the name of the Partnership.
2. The Partnership shall be deemed to have commenced on the……… day
of……….. and shall continue until completion of the proposed project including
sale and/or transfer and/or disposal of the flats or covered area falling within the
share of the Parties of the Second Part out of the Developer?s Allocation as
3. The name of the firm shall be ?ANANDA?.
4. The business of the partnership shall be carried on at………. or at such other
place or places as the partners shall from time to agree upon.
5. The capital of the partnership shall be the sum of Rs…….. and shall be
provided by and belong to the partners being the Parties of the Second Part in
the following proportion:
1. Smt. Suvra Chowdhury … 50%
2. Sri Arindam Barua … 25%
3. Sri Krishna Pada Ghosh … 25%
No cash by way of capital shall be contributed by the Party of the First Part
and instead he is bringing in as his asset his beneficial right and interest in the
Development Agreement dated………. which shall be used for the benefit of
Partnership business and is hereby assigned by the Party of the First Part in
favour of the Partnership business.
If at any time hereafter any further capital shall be required for the purpose
of the Partnership the same shall be contributed by the Partners being the Parties
of the Second Part in the agreed proportion or as may be mutually decided.
6. Each Partner shall be credited in the books of the firm with simple interest
@ 12% per annum on his share of the capital for the time being, inclusive of any
further capital which may hereafter be brought in by him with the consent of the
other partners making financial contribution, and such interest shall be paid to
him in every year before any division of profits is made.
7. Each partner may from time to time, with the consent of the other partners,
advance any sum or sums of money to the firm by way of loan, and every such
advance shall bear simple interest @ 12% per annum from the time of making
the advance until repayment thereof, and may be withdrawn at any time at
3(three) months? notice. Each such interest as mentioned under this clause and
also under clause 6 hereof shall be cumulative and in any year if the firm suffers
any loss or the profits available to the firm is insufficient all accumulated
deficiency of interests for that year will be set off against the profits for the
subsequent year or years, as the case may be.8. Whenever necessary, the firm may borrow, from time to time, from any
person or financial institution any money that may be required for the purpose
of its business and pay such interest or interests on such deposits or loan as
may be agreed upon.
9. The partners hereto who are actively engaged in the affairs of the
partnership business shall be paid remuneration for the work done by each of
them for the partnership business at such terms as may be mutually agreed by
and between the partners, provided however, no remuneration, by whatever
name called, shall be payable to any of the partners in the event the firm incurs
loss or the profit arising to the firm is insufficient to provide for the remuneration
10. The firm shall maintain one or more than one banking accounts to be
operated upon jointly by (1)………………… and (2)……………… being the Parties
of the Second Part.
11. The Parties of the Second Part shall invest all capital for construction of
the proposed building after sanction of the building plan by the Calcutta Municipal
Corporation to be obtained by the Party of the First Part.
12. Notwithstanding any other provision contained in the recited agreement
dated 21st April, 1998 made between the Owners of the said land and the Party
of the First Part hereto, It is hereby mutually agreed between the parties hereto
that in lieu of the profit in the Partnership business the Party of the First Part
shall be offered 40% of the constructed area in the proposed building (including
the 30% share thereof attributable to the share of the Owners of the said land
towards consideration of the recited agreement dated 21st April, 1998. Save as
aforesaid, the Party of the First Part shall have no claim towards any profit o the
proposed project in the Partnership business, nor will be liable for any loss of
the business, if any. The Parties of the Second Part shall share the profit of the
Partnership in the proportion of their respective capital contribution.
13. The Party of the First Part shall arrange to obtain all necessary papers
and documents duly signed or executed by the Owners of the said land and also
get executed necessary General Power of Attorney jointly in the name of the
Party of the First Part and SRI ARINDAM BARUA, one of the Parties hereto of the
Second Part and also a Supplemental Agreement containing necessary
modifications and/or conditions essential for implementation and/or execution
of the proposed Development work upon the said land by the Partnership firm.
14. The Party hereto of the First Part shall bear 40% of the costs and expenses
in connection with preparation and sanctioning of the necessary Building Plan
from the Calcutta Municipal Corporation and the remaining 60% of the costs and
expenses thereof will be borne by the Parties hereto of the Second Part.
15. All servants, clerks, employees, Architects, Surveyors and Engineers will
be engaged by and dismissed with the consent of the Parties of the Second Part.
16. No partner shall, without the consent of the other partners do any acts,
deeds or things that may cause directly or indirectly encumbrances or charges
upon the firm or its assets.
Ch. 52] PARTNERSHIP?FORMS 813814 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
17. The partners shall regularly pay and discharge their separate debts and
liabilities and shall indemnify the firm against the same.
18. The accounting year of the firm shall be from 1st April to 31st March.
19. It is hereby declared that by virtue of the assignment of the beneficial rights
and interests in the recited Agreement dated………. and also of the subsequent
Agreement to be entered into hereafter by and between the Owners of the said
land and the Party of the First Part, all the terms, conditions and covenants
incorporated in the said Agreement dated 21st April, 1998 and any other
subsequent Agreement or Agreements or General Power-of-Attorney shall be
binding upon and enforceable by the Parties hereto of the Second Part in the
name of the Partnership in the same way as the same were binding upon and
enforceable by the Party hereto of the First Part against the Owners of the said
land or upon the superstructure to be constructed thereupon by the Parties
hereto of the Second Part.
20. If during the continuance of the said Partnership or at any time hereafter
any difference shall arise between the partners and the heirs, executors or
administrators of the other of them or between their respective heirs, executors
or administrators in regard to the construction of any of the articles herein
contained or to any other matter or thing relating to the said partnership the same
shall be forthwtih referred to one arbitrator if the parties agree or otherwise to
two arbitrators, one to be appointed by each party to the reference or to an
Umpire to be chosen by the Arbitrators before entering upon the reference and
every such reference shall be deemed to be an Arbitration in accordance with
and subject to the provision of the Indian Arbitration & Conciliation Act, 1996 or
any statutory modification thereof.
IN WITNESS WHEREOF the Parties hereto have set and subscribed their
hands and seals on the day month and year first above-written.
SIGNED SEALED AND DELIVERY by the
PARTY of the FIRST PART in the pres-
ence of Witnesses :
SIGNED SEALED AND DELVIERED by the
PARTY of the SECOND PARTY
In the presence of Witnesses :
General merchandising Partnership for a fixed term with
necessary provisions for distribution of capital and
assets and realisation of debts upon termination
1. This Agreement made on this…………… day of………….. 20……. Between
and…………… who will become and remain partners in the business of……….. for
the term of……….. years from……….. if both of them shall so long live.
2. Nevertheless the partnership shall terminate at the end of…………. years
from…………. if either partner desires its termination, and shall give not less
than…………. months? previous notice in writing to the other of them, or shall leave
notice at the place where the business is being carried on.
3. The name of the partnership shall be…………………. .
4. The business of the partnership shall be carried on at……….., or at such
other place or places as the partners shall determine.
5. Both of them……….. and……….., will at all times diligently employ them-
selves in the business of the partnership, and carry it on for the greatest
6. Neither party shall, either directly or indirectly, engages in any business
except the business of the partnership.
7. The capital of the partnership shall consist of Rs……….., to be brought in
by the partners in equal shares which shall bear interest @ 12% per cent per
8. The rent of the buildings where the business shall be carried on, and the
cost of repairs and alterations, and all rates, taxes, payments for insurance, and
other expenses and the wages of all persons employed in the business, and all
other moneys to become payable upon account of the business, and all losses
shall be paid out of the capital of the partnership and the profits or, if they are
deficient, by the partners in equal shares.
9. If either partner buys any goods or articles exceeding the valve of Rs………
without the previous consent in writing of the other, the other partner shall have
the option either to take those goods or articles on account of the partnership,
or to let them remain the separate property of the partner who bought them.
10. Neither partner shall, without the previous consent in writing of the other,
enter into any bond, or become bail or security for any person, or do, or willingly
suffer to be done, anything whereby the capital or property of the partnership
may be attached or taken in execution.
11. Each partner shall punctually pay his [her] separate debts, and indemnify
the other partner, and the capital and property of the partnership, against them
and all expenses on their account.
12. Books of account shall be kept by the partners, and proper entries made
of all the sales, purchases, receipts, payments, engagements and transaction
Ch. 52] PARTNERSHIP?FORMS 815816 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
of the partnership and the books of account, and all securities, papers, and
writings of the partnership, shall be kept at the strong room in……….., or in such
other place where the business shall be carried on, and each partner shall have
free access at all times to examine and copy out of them.
13. On the……….. day of……….. in the Year………, and on the……….. day
of……….. in every succeeding year, a general account shall be made and taken
by the partners of all the sales, purchases, receipts, payments, engagements,
and transactions of the partnership during the preceding year, and of all the
capital, property, engagements, and liabilities for the time being of the partner-
ship. The general account shall, immediately after it is made and taken, be written
in two books, and be signed in each book by each partner, and after each
signature, each partner shall keep one of the books, and shall be bound by every
account, except that, if any manifest error is found by either partner, and signified
to the other partner within……….. months after it has been signed by both of them,
the error shall be rectified.
14. The partners shall be entitled to the net profits arising from the business,
and remaining after the payments are made in equal shares.
15. In each year it shall be lawful for each partner to take out of the book profits
of the business, by equal monthly payments, Rs………… by way of salary. At the
end of any year, if it appears upon taking the general annual account, that the
total yearly amount of the salary or remuneration paid to both partners, exceeds
the limits as prescribed under clause v(2) of section 40(b) of the Income-tax Act,
1961 (so long as it will remain in force or as may be amended from time to time)
as may be agreed upon by the partners from time to time in such case,
immediately after the general annual account has been taken, each partner shall
repay to the partnership the excess (if any) of the amount of the sum which he
[she] shall actually have received in respect of the monthly payments over the
sum which he [she] shall have been entitled to receive in accordance with the
16. Within……….. months after the expiration of the partnership, other than
by the death of either partner, a general account shall be taken by the partners
of all the capital, property, engagements and liabilities of the partnership.
Immediately after the last mentioned account has been taken and settled, the
partners shall make due provision for the payment of the debts and meeting all
other liabilities of the partnership, and all the property of the partnership shall
be divided between the partners in equal shares. Instruments in writing shall be
executed by the partners respectively for facilitating the putting in of the debts
due to the partnership, and for vesting the whole right in the respective shares
of the property in the partner to whom they respectively shall upon division
belong and for releasing to each other all claims on account of the partnership
and otherwise, as are usual in cases of that nature.
IN WITNESS WHEREOF the parties hereto have executed these presents on
the day and year first above written.6
Agreement admitting sleeping partner to existing
partnership?Existing partners to manage the business
as working partners?Sleeping partner can carry on
other avocations or partnership business with any
other person without any restriction
THIS AGREEMENT made……….., 20……, between A and B, partners under
the partnership name of……………, and C, of……….. etc.
1 . A and B have carried on the business of……….. as partners under and by
virtue of articles of partnership, dated……….. 19….
2. A and B are desirous of increasing the capital of their business, for the
purpose of more effectually carrying it on, and have agreed to admit C into
partnership with them, upon the terms and conditions contained hereinafter and
upon his [her] advancing Rs……….., to be added to the partnership capital and
3. In pursuance of the recited agreement, and in consideration of Rs…………,
to be advanced and brought in by C to the account of the partnership, at or before
its execution; each of them, A, B and C, the partners, covenant and agree that
they will be partners in the business of……….. for the term of……….. years,
commencing from the……….. day of……….., subject to the terms and conditions
4. The capital of the partnership shall be Rs…………, to be brought in by the
partners in the following proportions, namely: A and B shall bring in Rs…………,
the original capital of the partnership, under the recited indenture of the………..
day of……….. and being one-third of the partnership capital, and C shall bring
in Rs………… so agreed to be advanced, being two-thirds of the partnership
capital, which last mentioned Rs………… shall be paid by C into the……….. bank
to the credit of the partnership, on or before the……….. day of…………
shall be considered as creditors with respect to the capital, and shall be allowed
interest at the rate of 12% per cent per annum.
5. That the business of the partnership shall be carried on at the present store,
warehouse, and premises, or at such other place or places as the partners shall
from time to time agree upon, under the same style and firm, and in the same
manner in all respects as the partnership business has been carried on by A
6. That the partnership business shall be managed and carried on, and all
purchases, sales, bills of parcels, orders, notes, letters, bills, receipts, payments,
contracts, securities, dealings, and transactions, which shall be made, given, or
taken for any matter or thing concerning the same, shall from time to time be
so made, given, taken, and entered into in the name of A and B.
7. That all goods, wares, and merchandise bought and sold, received in or
delivered out, and the prices for which they were bought and sold, and all
Ch. 52] PARTNERSHIP?FORMS 817
G : CDD (Vol. 6) ? 52818 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
moneys, payments, securities, and dealings in general relating to the partnership
business, shall be charged daily and entered by A and B in proper books for that
purpose and in particular that a book shall be kept for the entry of the account
of cash received and paid on the partnership account.
8. That A and B shall, during the continuance of the partnership, be the
keepers of the cash, bonds, bills, notes, and other securities belonging to the
partnership, and shall balance the partnership accounts once in every month
in such manner as to exhibit the true state and condition of the affairs of the
9. That if at any time during the continuance of the partnership any cash, or
bills, or other securities are received by C on the partnership account, he [she]
will immediately pay it to A and B. In case of making default in payment for the
period of……….. days, then a sum equal to……….. percent on the sum detained
or withheld shall be charged against C by way of liquidated damages and not
by way of penalty, and shall be retained out of his [her] share of the profits of
the business, and added to the capital of the partnership for the general benefit
of the whole concern.
10. That A and B will, at all times during the continuance of the partnership,
devote the whole of their time and skill, and to the best of their abilities carry
on all the affairs of the partnership, and shall not nor will, at any time during the
continuance of such partnership, either directly or indirectly, be concerned in any
other trade, business or profession.
11. That C shall not be required to bestow any attention, or to act in any way
in the business any further than he [she] shall think fit nor shall he [she] during
the continuance of the partnership, or at any other time, be prevented from
carrying on any other business or trade, excepting that of……….. or any other
profession or employment whatsoever, either on his [her] own account or in
partnership with any other person or persons.
12. That the profits of the joint partnership concern, after deducting all the
above expenses shall be divided into……….. equal portions, and that A and B
shall each receive……….. parts of the profits. C shall receive……….. parts of the
profits. Losses will be borne in the same proportions, unless they are caused
by the wilful neglect or default of either of the partners, in which case the loss
so incurred shall be made good by the partner through whose default it shall
[Insert any appropriate general clauses, such as requirement to pay private
debts, prohibiting becoming surety, etc.]
13. That all money advanced by either of the partners on the joint partnership
account, with the approbation of the others of them, and all sums of money which
either of them shall permit to remain in the business, which, by the rules may
be drawn out as part of ascertained profits shall be passed to his [her] credit
in the partnership account, and be entered in the books of the partnership, and
bear interest at the rate of 12% percent per annum for so long a time as it shall
be permitted to remain and shall be considered as a distinct loan as if it had beenborrowed from any other person and he accounted for and paid to him [her]
before any division shall be made of the profits of the partnership.
14. C shall, from time to time, be allowed to draw out of the partnership
business weekly, and for his [her] private expenses, any sum or sums not
exceeding Rs…………A and B shall also be allowed from time to time to draw
out of the partnership business weekly, for their own private expenses, any sum
or sums not exceeding Rs………… each. All such sums of money, from the time
of drawing out will be entered in the cashbook belonging to the partnership, and
he duly accounted for by the parties respectively on every settlement of accounts
and division of the profits of the partnership.
[Insert general clauses for stating annual account, and for general account
15. If either of the partners is desirous of terminating the partnership at any
time before the expiration of the term of……….. years, he [she] shall be at liberty
so to do, on giving……….. calendar months? previous notice in writing of that
desire to the others, or either of them, or leaving it at the Safe volt of the
partnership. The continuing partners shall have the privilege of taking all of the
partnership business, at the rate at which it shall be appraised and valued, on
paying his, her or their shares of the valuation to the retiring partner.
16. That in case of the death of either of the partners before the expiration
of the term of partnership, the surviving partners will settle and adjust all
accounts, matters and things relating to the partnership, with the executors or
administrators of the deceased partner; but the surviving partners shall have the
option of taking all of the partnership property at a valuation, the amount of which
shall be determined by the award of two arbitrators, or their umpire, in the usual
manner, and the costs of making the valuation shall be paid by the surviving
partners and executors or administrators of the deceased partner, according to
their respective proportions in the partnership business.
IN WITNESS etc.
Agreement between partners and third person contributing
capital for formation of a Company by conversion
THIS AGREEMENT is made??????.. 20?? between????..
and???.., both of?????.., referred to as partners, and B of?????.
The partners have a partnership doing business at…………. under the name
of????.., and they desire to secure additional capital for their partnership
business and desire to enlarge and convert it to a limited Company.
B desires to provide part of the additional capital for a Company to take over
the partnership business.
Ch. 52] PARTNERSHIP?FORMS 819820 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
In consideration of the respective undertakings of the parties it is agreed:
1. B pays to the partners the sum of Rs??., to be paid into the account of
a Company to be formed to take over the partnership business and to be part
of the capital of the Company, and for the sum of Rs???., B shall be the owner
of……….. shares in the company, certificates for which shall be issued to B
immediately upon in company.
2. The company shall be incorporated under the Indian Companies Act, 1956
parties and the name of the company shall be………… The company?s articles
and Memorandum of Association attached and are incorporated in this agree-
ment as though fully set forth. These articles shall be filed immediately, and these
Memorandum of Association shall be adopted immediately after in company.
These Articles and Memorandum of Association are subject to amendment as
provided in accordance with law, except as stated in paragraphs 6 and 7 hereof.
3. The Share capital of the company shall be???. shares of the par value
of……….. Rs????? and?????.. Preferred shares of the par value of
Rs…………, and the preferred shares shall draw interest of……….. percent per
year payable annually, to be secured by all the assets and contracts of the
company, but shall have no voting rights.
4. The partners will transfer to the company all their joint and several titles,
rights and interests in all partnership property, real, personal and mixed, legal
and equitable, tangible and intangible, including (by way of example and without
limitation) land, buildings, leases, equipment, supplies, accounts and debts
receivable, contracts????? [etc.]. The company will assume all partnership
debts, obligations and liabilities, including liabilities for taxes, special assess-
ments and licenses. The partnership property, less partnership debts and
obligations, is appraised by agreement at Rs???., and shall constitute capital
of the company of the value of Rs???..
5. In return for the transfer of partnership property to the company, the
partners shall receive shares of the company as follows: ……….. shares of pre-
ferred shares……….. and……….. shares of Ordinary shares to………..; and shares
of……….. preferred shares and……….. shares of Ordinary shares to………… The
certificate for shares shall be issued to partners immediately upon in company.
6. The remainder of the capital shares of the company, after issuance of
shares to the parties shall be [may be] issued and sold by the company for money,
property or services, and it may be sold for cash or on subscription, in
accordance with law and the company?s articles and Memorandum of Associa-
7. The first officers of the company shall be……….., president……….., vice-
president……….., secretary, and……….., treasurer, who shall hold office for at
least……….. and until qualification of their successors. Officers shall devote their
full time to the affairs of the company.
8. Salaries of the officers for [length of period] shall be as follows:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9. B shall be entitled as a partner having a……….. interest in the partnership
to participate in the partnership business and have access to the partnership
premises and books, without being entitled to compensation therefor, until the
company is incorporated (that is, until issuance of a certificate of incorporation.
10. All partnership receipts, income, profits, acquisition of property, contracts,
and the like, from this date to the date a certificate of incorporation is issued shall
accrue to and be paid or transferred over to the company. All partnership books,
records and papers shall be turned over to the company and be the property
of the company.
This contract shall bind the heirs etc.
IN WITNESS etc.
Agreement between partners who had incorporated a private
limited Company to take place of partnership
AGREEMENT, made this……….. day of………..[year], by and between A, B and
C all of……….., provides that:
The parties, prior to……….. [date], constituted the partnership of………..,
transacting business in the City of……….., ……….., and caused a private limited
company incorporated under the Companies Act, 1956 with a share capital K
of Rs………… divided into……….. shares of the par value of Rs………… each, to
which Company the firm transferred its entire property, assets, business and
goodwill in consideration of the issuance by the Company to firm, or its nominees,
of the entire Share cap