PARTNERSHIP AGREEMENT BETWEEN TWO PARTNERSHIP FIRMS

PARTNERSHIP AGREEMENT BETWEEN TWO PARTNERSHIP FIRMS

THIS DEED OF PARTNERSHIP Is made at ... on this...  day of... Between M/ s A B & Co. a partnership firm consisting of (1)...  (2)... (3)... partners and carrying on business at ... hereinafter referred to as the Party of the First Part and M/s. X Y & Co. a partnership firm consisting of (1)… (2) ... (3).... (4).... as partners and carrying on business at ... hereinafter referred to as the Party of the Second Part, as follows

WHEREAS the Party of the First Part Is carrying on business at ... and the business consists of …………………...

AND WHEREAS the Party of the Second Part is carrying on business at... and the business consists of ……………….

AND WHEREAS the parties hereto have proposed to commence and carry on a third business In partnership on the following terms and conditions and have proposed to execute this Deed.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.            The parties hereto agree to carry on the business hereinafter mentioned in partnership on the terms and conditions herein mentioned, in the name and style of M/s ……………....

2.            The Partnership shall commence from the .... day of .... 19 ... and the period of the partnership shall be for three years from the date hereof.

3.             The business of the partnership (hereinafter referred to as the 'Firm') shall consist of ... only and no other business shall be undertaken by the Firm except by mutual consent of all the partners.

4.            The Office of the partnership shall be at ... The parties may open branches at such other places as they may be agreed upon.

5.            Each of the parties of the First and Second Parts have contributed towards the initial capital of the firm a sum of Rs... In equal ... shares. The partners will contribute such further amounts towards the capital of the firm in equal .... shares as may be required from time to time. If any party of the First or Second Part or any partner of any of the said partnership individually shall contribute more amount than its share in the capital, it will be treated as a loan by that party to the Firm. The amounts of capital contributed or loans advanced by any partner or partners will carry Interest at the rate of 1 8% per annum or at such maximum rate as may be allowable as deduction from gross Income under the Income Tax Act for the purpose of calculating taxable income.

6.            The net profits and losses of the firm will be shared by the parties of the First and Second Parts in equal shares or proportion. Net Profit will mean the gross profits earned in such year less the expenses of the management of the business including the rent of the premises of the firm Including outgoings In respect of the salaries and wages of the staff, commission paid to others, and all other expenses incurred In connection with the business. The share in the net profits and/or losses of each partner of the First Part and of the Second Part will be shared or distributed among the partners of each of the partners of the First and Second Part according to the partnership agreements between the partners of each of the parties hereto of the First and Second Part recorded in the deeds of partnership of their respective partnerships above mentioned.

7.            The accounting year of the Firm will be from 1st April to 31st March of each Christian calendar year.

8.            At the end of each accounting year an account of the business carried on by the Firm In that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss Account will be prepared and signed by the authorised representatives of each party hereto. If necessary or required by law the accounts will be got audited by a Chartered Accountant.

9.            The Books of account and all other record of the firm will be always kept at the office of the Firm and will be open for inspection by any of the authorised representatives of the parties hereto at any time.

10.         Each of the Party of the First and Second Part will be represented by any partner of that party duly authorised by the other partners of that party from time to time, and the authorised representatives alone will be entitled to attend to the business of the firm and the other partners of that party will not Interfere in the business of the Firm. The true copies of the resolutions of the partners of each of the Parties of the First and Second Part appointing their respective representatives, duly signed by all the partners of that party will be kept in the records of the Firm. The representative so appointed will act as the working partner for the accounting year for which he will be appointed as representative of his Firm. The working partners will be entitled to remuneration at the maximum rate allowable as deduction from gross income under the Income Tax Act for taxable income.' Such remuneration may be drawn every month or periodically as may be agreed upon. the aggregate drawn in a year not exceeding the maximum limit mentioned above.

11.         In the event of any difference of opinion between the two authorised representatives, on any question relating to the business of the Firm the matter will be placed before a joint meeting of all the partners of each of the parties hereto of the First and Second Part and discussed. But the matter will not be decided on the basis of majority of the partners of both the partnerships but only on the mutual consent of all the partners.

12.         Each of the Parties of the First and Second Part hereto will be entitled to change the constitution of its partnership by taking additional partner or partners in place of those retiring from the partnership or by reason of death or insolvency of any partner. but such change will be notified to the other Party hereto from time to time.

13.         The expressions Party of the First Part will therefore mean and include the partners or partner for the time being of that partnership and the expression "Party of the Second Part" will also mean and include the partner or partners for the time being of that partnership. But no change In the constitution of the party of the First Part or the party of the Second Part will affect the terms and conditions of this Deed. All partners each of the party hereto for the time being shall be deemed to be partners of this Firm and the half share in the profits and losses of the Firm will shared by the parties of each of the Parties hereto In proportion to their shares in their respective firms being the Parties of the First and the Second Part hereto.

14.         Each of the Party of the First Part and Second Part will be entitled to carry on its own business but none of them will carry on said business undertaken by this partnership, directly or indirectly during the continuance of this partnership.

15.         All the working staff such as clerks. peons. accountants, cashier, salesmen and others will be appointed by the joint consent of the authorised representatives of the parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the authorised representatives.

16.         Each of the Party hereto through its authorised representative shall-

(a)          participate and attend to the business of the firm to the greatest common advantage of the firm.

(b)          be just and faithful to each other.

(c)          render true accounts and full information of all moneys affecting the Firm to the other.

(d)          indemnify the Firm for any loss caused to it by wilful negligence or fraud In the conduct of the business.

(e)          Not carry on any business similar to the business of the Firm anywhere without the consent of the other party.

(f)           attend to the business of the Firm diligently and actively.

(g)          Not withdraw any amount for his own or his partnerships benefit or use as remuneration or otherwise without the consent of the other Party hereto.

(h)          be entitled to be indemnified by the Firm in respect of payment made and liabilities incurred by him - (i) in the usual and proper course of business of the Firm and (ii) in doing any act for protecting the Firm from loss in emergency.

17.         All the tangible and Intangible assets of the Firm including the goodwill, stock-in-trade, benefit of business licenses and permits. benefits of contracts entered etc. will belong to the parties of the First & Second Parts in equal shares and the property of the Firm shall be used by the parties exclusively for the business of the firm.

18.         Every Party shall account for the profit earned from any transaction of the Firm or for the use of the property in business transaction of the Firm.

19.          Any Party of the First or Second Part or any partner thereof shall not. without the consent of the other -

(a)          submit any dispute with any other person to arbitration or com- promise or relinquish the claim.

(b)          withdraw any suit or legal proceedings filed by the Firm.

(c)          admit any liability of the Firm.

(d)          acquire or dispose of any immovable or moveable property, except the stock in trade in the ordinary course of business.

(e)          enter Into partnership or other business unilaterally with any other person.

(f)           assign or transfer his share or any interest in the Firm.

(g)          admit any person as a partner in the Firm.

(h)          borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the Firm.

(i)            enter into any contracts except contracts in the regular course of business of the Firm.

(j)            stand as a guarantor or surety for any person in the name of the Firm or for and on behalf of the Firm.

20.         The parties shall open in the name of the Firm one or more accounts either current. saving or overdraft or cash credit with one or more banks as may be agreed upon by the partners and the account or accounts will be operated by the authorised representatives of the parties hereto jointly.

21.         The Partnership shall stand dissolved on the expiration of the said period of 3 years unless by mutual consent the period is extended by any additional period in which event the partnership will continue on the same terms and conditions as are herein contained subject to such modification as may be mutually agreed.

22.         Notwithstanding anything herein contained to the contrary if any of the Party of the First Part or the Party of the Second Part is or a majority of the partners of any of the parties hereto are adjudged insolvent or dissolved for any reason, this partnership will also stand dissolved.

23.         On dissolution of the partnership hereby created accounts will be made of all assets, debts, and liabilities and subject to payment of the debts and liabilities, the net assets will be distributed between the parties, of the First Part and of the Second Part in equal shares.

24.         This partnership will be registered under the Income Tax Act, 1961, and the Partnership Act, 1932 and the application for registration or a true certified copy of this deed will be signed by all the partners of both the parties hereto.

25.         If any dispute or difference shall arise between the parties hereto touching the business of the firm or Interpretation of any provision hereof or otherwise, howsoever, relating to the Firm and its business, the same shall be referred to arbitration of a common arbitrator if agreed upon, failing which to two arbitrators one to he appointed by each party of the First Part and party of the Second Part, to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.

26.         This Deed is executed In duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Other Part.

IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.

Signed and delivered for and on behalf of the Party of the First Part by its partners (1) ... (2) ... (3) ... In the presence of  ...

Signed and delivered for and on behalf of the withinnamed Party of the Second part by its partners (1) ... (2)... (3) ... (4)... in the presence of.

PARTNERSHIP AGREEMENT BETWEEN TWO LIMITED COMPANIES

PARTNERSHIP AGREEMENT BETWEEN TWO LIMITED COMPANIES

THIS DEED OF PARTNERSHIP is made at... on this.. day of.. between M/s. A B & Co. Pvt. Ltd., a Company registered under the Companies Act, 1956. and having its registered office at ... hereinafter referred to as the, Party of the First Part. and M/s. X Y Z & Co. a Company registered under the said Act and having its registered office at ... hereinafter referred to as the 'Party of the Second Part'.

WHEREAS both the parties of the First Part and of the Second Part are, under their respective Memorandum of Association, entitled to carry on the business of producing electricity and supplying the same to any area.

AND WHEREAS both the Parties of the First Part and Second Part are entitled to enter Into partnership with any person or persons including a company for carrying on the business authorised by their respective Memorandum of Association.

AND WHEREAS the parties hereto have proposed to set up in joint collaboration a plant to produce electricity and supply the same to the town of ... and to enable them to pool together their finances and technical expertise they have therefore proposed to enter into a partnership.

AND WHEREAS the parties have obtained license or permission of the Govt. for producing and supplying electricity to the said town.

AND WHEREAS it is, therefore, proposed to enter into this deed of partnership containing the terms and conditions agreed upon between the parties.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1.            The parties hereto agree to carry on the business hereinafter mentioned In partnership on the terms and conditions herein mentioned, In the name and style of M/s………………..

2.            The partnership shall commence from the ... day of... and the period of the partnership shall be for a period of ten years from the date hereof. The said period may be extended as the parties may by mutual consent decide.

3.            The business of the partnership (hereinafter referred to as the 'Firm') consist of setting up a plant for manufacture or production of electricity on grid system and to supply-the same to the town of .…………

4.            The office of the partnership shall be at …………….... The parties will open branches at such other places as may be agreed upon.

5.            The parties have contributed towards the initial capital of the firm a sum of Rs... in equal shares. The partners will contribute such further amounts towards the capital of the firm in equal... shares as may be required from time to time. If any partner shall contribute more amount than Its share In the capital It will be treated as a loan by it to the Firm carrying Interest at the maximum rate allowable as deduction under the Income Tax Act.

6.            The net profits and losses of the Firm will be shared by the partners hereto in equal shares or proportion. Net profit will mean gross profit earned in each year less the expenses of the management of the business including the rent of the premises of the Firm including outgoings In respect of the salaries and wages of the staff, commission paid to others, and all other expenses Incurred In connection with the business of the firm and all other expenses as may be allowable as deduction under the Income Tax Act.

7.            The accounting year of the Firm will be from 1st April to 31st March of each Christian calendar year.

8.            At the end of each accounting year an account of the business carried on in that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss Account will be prepared and signed by the partners. The accounts will be got audited by a Chartered Accountant every year.

9.            The Managing Director or any other authorised representative of each of the parties hereto will represent his company on the Firm and for all practical purposes he will be considered as the partner of this partner- ship.

10.         The books of accounts and all other record of the Firm will be always kept at the office of the Firm and will be open for inspection by any of the partners hereto at any time.

11.         All the working staff such as clerks, peons, accountants, cashier, technicians, salesmen and others will be appointed by the joint consent of the parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the parties hereto.

12.         Each of the Parties hereto shall -

(a)          participate and attend to the business of the Firm through their respective Managing Director or authorised representative for the time being to the greatest common advantage of the Firm.

(b)          be just and faithful to each other.

(c)          render true accounts and full information of all moneys affecting the Firm to the other,

(d)          indemnify the Firm for any loss caused to it by wilful negligence or fraud in the conduct of the business.

(e)          attend to the business of the Firm diligently and actively.

(f)           not withdraw any amount for its own profit, benefit or use as remuneration or otherwise without the consent of the other.

(g)          be entitled to be indemnified by the Firm in respect of payment made and liabilities incurred by him (A) in the usual and proper course of business of the Firm. and (ii) in doing any act for protecting the Firm from loss in emergency.

13.         All the tangible and Intangible assets of the Firm including the goodwill, stock in-trade, benefit of business licenses and permits, benefits of contracts entered etc. In relation to the said business will belong to the Parties In equal shares and the property of the Firm shall be used by the parties exclusively for the business of the firm.

14.         Every party shall account for the profits earned from any transaction of the Firm or for the use of the property in business transaction of the Firm.

15.          Any party hereto shall not, without the consent of the other and in respect of or relating to the said partnership business,

(a)          submit any dispute with any other person to arbitration or com- promise or relinquish any claim,

(b)          withdraw any suit or legal proceedings filed by the Firm,

(c)          admit any liability of the Firm,

(d)          acquire or dispose of any immovable or moveable property, except the stock In trade in the ordinary course of business.

(e)          assign or transfer Its share or any Interest in the Firm, (f) admit any person as a partner In the Firm,

(f)           borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the Firm,

16.         The Parties shall open one or more accounts either current, saving or overdraft or cash credit with one or more banks as may be agreed upon by the Parties and the account or accounts will be operated by the Managing Director or other authorised representative of each of the Parties hereto.

17.         No party hereto shall be entitled to dissolve the partnership before the expiration of the said period aforementioned.

18.         If any party does not desire to continue the partnership or if any party goes Into winding up voluntarily or through Court, the other party hereto will be entitled to take over the entire business together with all assets and subject to all liabilities at a valuation to be made through the Chartered Accountants of the Firm and the share of the former Party will be paid by instalments as may be agreed upon or decided by Arbitration.

19.         On the expiration of the said period of ten years or the extended period if any, the business of the partnership together with its assets and liabilities will be transferred to another company to be formed and registered jointly by the parties hereto on such terms as may be agreed upon failing which the partnership will be dissolved and the dissolution will be effected In terms of the provisions of the Partnership Act, 1932.

20.         If any dispute or difference shall arise between the parties hereto touching the business of the Firm or interpretation of any provision hereof, or otherwise. however relating to the Firm and its business, the same shall be referred to arbitration of a common arbitrator if agreed upon. failing which to two arbitrators one to be appointed by each party to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.

21.         The parties shall. as early as possible but in any event within the prescribed period get the Firm registered under the Partnership Act, 1932 and the Income Tax Act. 1961.

22.         Nothing In this Deed shall be constrained to prevent or disable any party hereto to carry on any business in terms of Its Memorandum of Association anywhere except the business of the partnership and no partner shall be entitled to have any right or concern with the other business and internal management of the other.

23.         This Deed is executed in duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Other Part.

IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.

Signed and delivered for and on behalf of the withinnamed M/s. A B & Co. Ltd., by its Managing Director, Mr  ...... duly authorised In that behalf by the Board of Directors. In the presence of ...

Signed and delivered by the withinnamed M/s. X Y Z Co. Ltd., by Its Managing

Director Mr .... duly authorised by the Board of Directors, Mr ........ In the presence of ...

PARTNERSHIP AGREEMENT BETWEEN AN INDIVIDUAL AND A LIMITED COMPANY

PARTNERSHIP AGREEMENT BETWEEN AN INDIVIDUAL

AND A LIMITED COMPANY

THIS DEED OF PARTNERSHIP Is made at... on this ... day of... between Mr. 'A' residing at ... hereinafter referred to as the 'Party of the First Part' and M/s. A B & Co. Pvt. Ltd., a Company registered under the Companies Act 1956 and having its registered office at ... hereinafter referred to as the 'Party of the Second Part'.

WHEREAS the Party of the First Part owns a large piece of fallow land situated at - and more particularly described In the Schedule hereunder written.

AND WHEREAS the said land Is very suitable for carrying on minerals quarrying operations but the Party of the First Part Is unable to carry on the said operations on his own.

AND WHEREAS the Party of the Second Part has offered to co-operate with the Party of the First Part in promoting the business of quarrying in the said land.

AND WHEREAS the Party of the Second Part has the main object to carry out quarrying operations for acquiring varieties of minerals.

AND WHEREAS it is found more convenient to carry on the said business in partnership between the Parties hereto and, therefore, the Parties have agreed to enter into partnership on the following terms and conditions.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.            The Parties hereto agree to carry on the business hereinafter mentioned in partnership on the terms and conditions herein mentioned, in the name and style of  M/s... …………….

2.            The partnership shall commence from the ... day of... and the period of the partnership shall be 'at will'.

3.            The business of the partnership (hereinafter referred to as the 'Firm') shall consist of carrying on quarry operations on the said land by quarrying minerals and selling the same and otherwise dealing with the same.

4.            The office of the partnership shall be at ... The parties may open branches at such other places as they may be agree upon.

5.            The land described in the Schedule hereunder written is valued at Rs... and the said land will be treated as a partnership asset and a contribution of the Party of the First Part to the capital of the Firm. The Party of the Second Part has agreed to bring in an equal amount of Rs... as its contribution to the capital of the Firm. The Party of the First Part will not he bound to contribute any further amount as capital, Whatever additional moneys are required for the business of the Firm the same will be either advanced by the Party of the Second Part as a loan or will be borrowed from any financial Institution or from any other person. The loan advanced by the Party of the Second Part will carry interest at the rate as may be agreed upon and which will not be more than allowed as deduction under the Income Tax Act. If any capital gains tax is required to be paid, by the Party of the First Part for bringing the said land into the assets of the Firm. the same will be paid out of the moneys of the Firm and debited to the capital account of the Party of the First Part.

6.            The Party of the Second Part will be represented by the Managing Director thereof or any other person authorised by him and he will act for and on behalf of the Party of the Second Part in relation to the business of the firm and his acts will be binding on the Party of the Second Part. The Managing Director or other representative nominated by the Second Part will be working or managing partner of the firm and he will be entitled to a remuneration at the maximum rate allowable as deduction under the Income Tax Act. The Party of the First Part will not be entitled to any remuneration.

7.            The net profits and losses of the firm will be shared by the partners hereto in equal shares or proportions. Net Profit will mean gross profit earned in each year less the expenses of the management of the business Including outgoings In respect of the salaries and wages of' the staff, commission paid to others, and all other expenses incurred In connection with the business of the firm, and such other expenses as will be allowed as deduction under the Income Tax Act.

8.            The accounting year of the Firm will be from 1st April to  31st March of each Christian Calendar year.

9.            At the end of each accounting year an account of the business carried on in that year will be made and a statement of accounts namely a Balance Sheet and Profit and Loss account will he prepared and signed by the Partners. If necessary or required by law the Accounts will be got audited by a Chartered Accountant.

10.         The books of accounts and all other record of the Firm will be always kept at the office of the Firm and will be, open for Inspection by any of the partners hereto at any time.

11.         All the working staff such as clerks, peons, accountants, cashier, salesmen and others will be appointed by the joint consent of the Parties hereto and their wages and salaries and other emoluments will be fixed by mutual consent of the parties hereto.

12.         Each of the Parties hereto shall -

(a)          participate and attend to the business of the firm to the greatest -     common advantage of the Firm, the Party of the Second Part participating and attending through Its Managing Director.

(b)          be just and faithful to each other,

(c)          render true accounts and full Information of all moneys affecting the Firm to the other,

(d)          indemnify the Firm for any loss caused to it by wilful negligence or fraud In the conduct of the business,

(e)          not carry on any business similar to the business of the Firm or any other business anywhere in the district In which the said land Is situate without the consent of the other partner.

(f)           attend to the business of the Firm diligently and actively,

(g)          Not withdraw any amount for his own profit benefit or use as remuneration or otherwise without the consent of the other,

(h)          be entitled to be indemnified by the Firm in respect of payments made and liabilities incurred by him (1) in the usual and proper course of business of the Firm, and (ii) in doing any act for protecting the Firm from loss in emergency.

13.         All the tangible and intangible assets of the Firm Including the said land described In the Schedule hereunder written, the goodwill, stock- in trade, benefit of business licenses and permits, benefits of contracts entered etc. will belong to the parties in equal shares and the property of the Firm shall be used by the Parties exclusively for the business of the Firm.

14.         Every Party shall account for the profit earned from any transaction of the Firm or for the use of the property in business transaction of the Firm.

15.         Any party hereto shall not. without the consent of the other-

(a)          submit any dispute with any other person to arbitration or com- promise or relinquish the claim,

(b)          withdraw any suit or legal proceedings filed by the Firm,

(c)          admit any liability of the Firm.

(d)          acquire or dispose of any immovable or moveable property, except the stock in trade in the ordinary course of businesses of the Firm.

(e)          enter into partnership or other business unilaterally with any other person,

(f)           assign or transfer his or Its share or any Interest in the Firm,

(g)          admit any person as a partner of the firm,

(h)          borrow any moneys for or in the name of the Firm, or create any security or charge on the assets of the firm.

(i)            enter into any contracts except contracts in the regular course of business of the Firm,

(j)            stand as a guarantor or surety for any person in the name of the Firm or for and on behalf of the Firm.

16.         If the Partnership is dissolved, an account of the assets and debts and liabilities will be made and after sale of the assets, except the said land, the debts and liabilities will be paid out of the sale proceeds and the balance if any will be divided between the parties in equal shares. The said land as far as possible will be returned to the Party of the First Part. But If the other assets of the Firm, are not sufficient to pay all debts and liabilities then the Party of the First Part will have the option either to take over the said land subject to such liabilities including the amount. If any payable to the Party of the Second Party towards Its share In the assets of the Firm or to allow the said land to be sold for payment of such debts and liabilities and the balance of sale proceeds will be distributed between the parties in equal shares.

17.         If any dispute or difference shall arise between the parties hereto touching the business of the Firm or interpretation of any provision hereof or otherwise, however relating to the Firm and Its business, the same shall be referred to arbitration of a common arbitrator If agreed upon, failing which to two arbitrators one to be appointed by each party to the arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act, 1996.

18.         The parties shall, as early as possible but In any event within the prescribed period get the Firm registered under the Partnership Act, 1932, and under the Indian Income Tax Act, 1961.

19.         This Deed is executed in duplicate and one copy will remain with the Party of the First Part and the other will remain with the Party of the Second Part.

IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written.

Signed and delivered by the withinnamed Mr. A in the presence of ...

Signed for and on behalf of the Party of the Second

Part M/s. A B & Co. Pvt. Ltd., by Its Managing Director, in the presence of  ... ...