DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP is made on the 15th day of April ,20—(Two

Thousand-----------)

BETWEEN
1)Mr.x, S/o Mr.---------------------------, aged about 32 years, by religion Hindu , by nationality
Indian , by occupation business, residing at------------------------ here in after referred to and
called THE PARTY OF THE FIRST PART (which terms or expression shall unless excluded by or
repugnant to the subject or context be deemed to mean and include his legal heirs ,
executors, authorized representative , administrators , nominees, successors- in- office and
permitted assigns)

AND

2) Mr.Y, S/o Mr. -------------------------------, aged about 30 years, by religion Hindu, by

nationality Indian , by occupation business, residing at --------------------------, here in after
referred to and called THE PARTY OF THE SECOND PART (which terms or expression shall
unless excluded by or repugnant to the subject or context be deemed to mean and include
her legal heirs, executors, authorized representative , administrators , nominees ,
successors-in-office and permitted assigns)

WHEREAS originally Mr. X the party hereto of the first part established a proprietorship
concern in the name and style of M/S “--------------------------------“ having its place of business
at -------------------------------- under his sole proprietorship to set up a unit for Works
Contractor of Interior decoration since the 15th day of june 19--.

AND WHEREAS The party hereto of the first part was in need of financial support and
participation of some efficient and able man power for smooth running and to properly
look after and manage the business in better and efficient manner for setting up and
running up and running the unit and therefore the said Mr. X the party hereto of the first
part approached to the party hereto of the second part Mr. Y to take and admit his/ her co-
partner with effect from today i.e. with effect from 15 th day of April, 20— in the said
business of M/S”------------------------------“.

AND WHEREAS the said proposal of Mr. X the party hereto of the First Part, and Mr.Y the
party hereto of the Second Part have agreed to join as partner in the said business of M/S
“-------------------------------“ with effect from today i.e with effect from 15 th day of April, 20---
upon certain terms and conditions agreed by and between themselves as contained
hereinafter.

The terms or expression used in this deed of partnership shall unless it to be contrary or
repugnant to the context have the meaning assigned to them as follows:-

a) Singular number shall include the plural number and vice – versa; and b) Masculine
gender shall include the feminine gender and vice- versa.

That the partnership under this Deed of partnership has commenced and shall always
be deemed to have commenced with effect from 15 th day of April, 20—and had taken
over all assets and liabilities (including rights, benefits, entitlements, licences, and
obligations) of the proprietors business of Mr. X, the party of the situated
at-------------------------- as a going concern and on as is where is and whatever there is
basis.

All the assets and liabilities (including rights, benefits, entitlements, licences, and
obligations) of the erstwhile proprietorship concern known in the name and style of the
M/S ‘’-----------------------------------‘’ has become the assets and liabilities of the
partnership firm with effect from 15th day of April 20--.

WHEREAS the parties to this presents agreed to enter into partnership for starting
business on the following terms and conditions:-

1. NAME AND STYLE:

The name & style of partnership firm will be M/S”--------------------------“and /or also
the partners may agree upon any other name, the partners may carry in any
branches under other name and style of the firm.

2. PLACE:

The registered office of the partnership firm will be at --------------------------------;

The partners may open or close FACTORY, WORKSHOP, and GODOWN BRANCHES as
Agreed by them in the present name and style or any other name and style.

3. OBJECT:
The partnership business will be carried on to attain the following objects:
1. To carry on business of interior decoration.
 2. To carry on business of manufacturing and import of some goods as mutually
decided by the parties. The partners may undertake any other line of business as
may be mutually agreed upon by them, other than the business carried on by
them.

4. ACCOUNTING YEAR:

The Accounting year of the partnership business will be from April to march every
year of any period as partners may mutually agreed upon.

5. DURATION:

The duration of the partnership is not limited to any length of time , nor shall it be
a partnership AT WILL but shall continue until determines in accordance with the
terms hereinafter continued . Initially this firm is partnership firm but the partners
may convert the same into Limited Liability Company whether private or public as
and when so required.

6. BANKING ACCOUNT:

One or more banking current, fixed deposit or overdraft account or accounts will be
opened in the name of the firm with nationalized, scheduled, co-operative or foreign
bank or banks for the business of the firm and aforesaid banking account or
accounts will be operated (under signature of the party of the 1 st part Mr.X on behalf
of the firm.) the bank be and are hereby authorized to honour cheques, bill of
exchange, negotiable and financial instrument or any financial documents signed of
the party of the 1st part Mr. X on behalf of the firm.

7. CAPITAL:

All the partners according to their profit and loss ratio will contribute the capital of
the firm. And the partners will be entitled to get interest @ 12% p.a. on entire capital
investment.
The partners, if so desire may make further investment of money in the firm either
by way of loan or as capital. In case of loan the partners for the said loan amount will
be entitled get interest @12% per annum.

8. WORKING PARTNERS:
 Party of the first part –Mr. X and second Part- Mr. Y will be treated as working
partners of the firm and they will be responsible for all the business activities like day
to day

Administration and also for all other activities of the partnership business and they
will activity engage themselves in conducting the affairs of the business of the firm as
working partner.

9. SHARING RATIO:

The net profit of the partnership shall be divided among the partner as under and the

Partners shall dear losses in the same proportion.

a) MR.X 50%
b) MR.Y 50%

10. REMUNARATION/SALARY/BONUS/COMMISION ETC.

That with effect from 15th day of April 20—(Two Thousand ----------) the parties
hereto of First Part –Mr. X and Second Part- Mr. Y will be working partners of the
firm and they will participate and activity engage themselves in conducting the
affairs of the business of the firm, for which they will be entitled for the
remuneration and the agree gate remuneration payable in total to all the working
partners taken together will be as under:-

Book profit Amount deductible in respect of

remuneration to partners under section
40(b) with effect from the assessment
year 20---~20-----
If Book Profit is negative Rs.150000.00
In this case book profit is positive – on Rs.150000.00 or 90 percent of book
first rs.3 lakh of book profit profit, whichever is more.
On balance of the Book profit 60 percent of book profit.

A) It has been specifically agreed amongst the partners that such agree gate
remuneration paid/payable to both the working partners will be distributed between
the partners in the following ratio:
 a) Mr. X 50%
b) Mr. Y 50%
B) Book – profit shall have the meaning as defined in the Income tax act. 1961 and it is
provided that the agree gate amount of remuneration paid / payable to both the
working partners of the firm shall not exceed the limit laid down by section 40 of the
Income tax act . 1961 and / or as may be amended from time to time , so that
payment on account of such remuneration to partners shall be within permissible limit
while computing the income of partners firm under the provision of the Income Tax
act.

11) BORROWING POWER:

Any of the working partners may borrow money from the business of the partnership
firm and the money will be treated in the books of the firm as loans given to the partner
(partners name to be mentioned). The interest will be conclusive profit of the borrowing
firm. It has been further agreed that not to take loan more than agreed between them.

12) GOODWILL:

The goodwill of the firm will be calculated on the basis of three times of average profit
for last five years. All the partners will receive his share according to their profit sharing
ratio.

13) MANAGEMENT:

Both the partners will manage the affairs of the partnership business.

Neither partner shall without the written consent of the other.

A) Assign or mortgage their share of interest in partnership.

B) Assign or create charge on their share in asset/profit of the firm.

14) ADMISSION OF NEW PARTNER:

If agreed upon by both partners new partner may be admitted in the firm in them and
condition is agreed upon between the old partners and incoming partners.
15) RETIREMENT:

Any partner may retire after giving one month notice to other partner informing them
his/her intention to retire. After receiving the notice the account will be prepared and
goodwill, if any will be calculated as per clause aforesaid. The share of retirement deed ,
that if any partner express , after expiry of said partner , his family or any legal heirs of the
partner will be treated as a partner and will get equal share of the profit and capital of the
said business.

16) DISSOLUTION:

Upon the determination of the partnership the affairs of the partnership shall be wound
up in accordance with the provisions of the Indian partnership Act, 1932.

17) ARBITRATION:

In case of any dispute arise partners, the matter will submitted to the arbitrators appointed
by each party to the dispute. If arbitrators do not agree they may appoint an umpire whose
decision will be final and acceptable.

18) BOOKS OF ACCOUNTS:

THAT all necessary and proper books of account shall be kept properly posted up and
shall not be removed from the place of business without the consent of the other
partners.

THAT due time as per Income Tax Act, 1961 from the date of each financial year during the
constitution of the business a trading profit& loss account and the balance shall be drawn
for the accounting year just closed and upon such accounting and profit and/or loss as may

Determined shall be credited / debited to the respective accounts of the partner and a copy
of a such accounts shall be distributed all the partners who will sign and return to the firm
within 30 days.

19) INDIVIDUALLY LIABILITY:

That the partners for their liabilities proper to date of commencement of the partnership
shall be responsible individually and for which the firm shall not be liable in any way.
20) APPLICABILTY:

The provisions of the Indian partnership Act. 1932 will be applicable for the all other
matters.

THAT any of the above terms and conditions may be varied, amended, added or substituted
by mutual consent of the partners in writing.

SEALED, SIGNED AND DELIVERED:

By the parties to these present on the date aforesaid mentioned above.

SIGNED IN PRESENT OF THE

FOLLOWING WITNESS:

(MR. X)

1.

PARTY OF THE FIRST PART HERETO

(MR. Y)

2.

PARTY OF THE SECOND PART HERETO