Introduction

A Partnership is defined by the Indian Partnership Act, 1932, as ‘the relation between persons who have agreed to share profits of the business carried on by all or any of them acting for all’. Agreement is the essential part of partnership business. It secure the right of both party.

Link to Bare Act-

Partnership Act,1932

Elements of partnership

The essential elements of partnership business agreement are enumerated as follows:

Lawful business: The term “business” includes all trades, professions or occupations. The purpose of partnership agreement is to carry on a lawful business and nothing else.
Name of the business: The partnership firm must have its own name. The name in which the business is carried on is called the “firm name”.
Association of persons: At least two persons are needed to make a partnership. The Indian partnership Act is silent about the maximum number of member of members. The Indian Companies Act provides the maximum number of members as en in case of banking business and as twenty in other cases.
Profit motive and sharing of profits: Partnership business is formed with the object of earning profit. The earned profit is to be distributed among the partners as per an agreed ratio.
Contractual relationship: Partnership is a contractual relationship between the persons who are competent to enter into a contract. Relationship between partners arises from contract and not from status.
Mutual trust and confidence: The successful working of a partnership depends on mutual trust and confidence of its partners. Partners have the duty to observe utmost good faith in business dealings.
Principal-agent relationship: It’s not necessary that all the partners should manage the easiness. Any one or more partners can run the business on behalf of all the partners. Each partner is an agent of the firm and his activities bind the firm.
Restrictions on transfer of share: No partner can transfer his share in the partnership without the prior consent of all the other partners. Thus, a partner cannot transfer has interest at his own will.
Unlimited liability: Partnership is based on the principle of unlimited liability. The personal property of the partners can be attached to satisfy the claims of creditors of the firm, if the assets of the firm are insufficient to meet the claims of the creditors.

Partnership Deed Format

THIS DEED of Partnership is made at……………….. on this ……………….. day of …………… by and between: Shri …………………………. aged about ………….. years, son of Shri ……………………………. resident of ………………………………………… (Hereinafter to be called the First Party); Shri …………………………. aged about …………… years, son of Shri ……………………………. resident of ………………………………………(Hereinafter to be called the Second Party); Shri ……………………….. aged about ……………. years, son of Shri ……………………………. resident of (Hereinafter to be called the Third Party); Shri …………………….. aged about …………….. years, son of Shri ……………………………. resident of (Hereinafter to be called the Fourth Party);

WHEREAS the parties to this deed have been carrying on the business of ………………………………… under the name and style of M/s. ……………………. with its principal place of business at …………. on the terms and conditions incorporated in the Partnership Deed executed on …………………………………..

AND WHEREAS vital amendments have been made by the Finance Act, 1992 in the procedure for assessment of firm. Consequent to the said amendment, the parties to this deed had a meeting and have orally and mutually agreed to amend and alter some of the terms and conditions contained in the aforesaid partnership deed with effect from 1-4-2015.

AND FURTHER WHEREAS the parties to this deed have been carrying on the above said business in partnership on the terms and conditions orally and mutually agreed amongst themselves as aforesaid;

AND NOW WHEREAS the parties to this deed desire that the terms and conditions on which they have been carrying on the above said business in partnership since …………………. and propose to continue in future be reduced to writing to avoid future difficulties or misunderstanding.

NOW, THEREFORE THIS DEED WITNESSETH as under, incorporating the aforesaid amendment/ alteration in the terms and conditions of the partnership:

1. That the partnership business has been and shall continue to be carried on under the name and style of M/s. ………………………………

2. That the partnership business has been and shall continue to be that of ……………. with its principal place of business at ………….. The parties by mutual consent may carry on business at such other place or places, in such other name or names and of such other nature or natures, as they may deem fit and proper from time to time.

3. That the amount lying to the credit of the partners as on 1-4-12015 shall be deemed as their capital investment. Further capital, loans or deposits looking to the needs/requirements of the partnership firm shall be arranged, invested or contributed by the partners.

4. That interest at the rate of 18% per annum or as may be prescribed under section 40(b)(iv) of the Income-tax Act, 1961 or any other applicable provisions as may be in force in the income-tax assessment of the partnership firm for the relevant accounting period or at a lower rate as may be agreed to by and between the parties from time to time shall be paid to the partners or credited to the partners on the amount standing to the credit of the account of the partners.

Such interest shall be considered as an expenditure of the firm and shall be debited to the Profit & Loss Account of the firm before arriving at the divisible profit or loss. The interest to persons other than partners shall be paid or credited to their accounts at the rate or rates as may be agreed to by and between the partners and such persons from time to time.

5. That Shri ………………………….. Shri ………………… and Shri ………………………. the parties of the ………………….. parts have agreed to keep themselves actively engaged in conducting the affairs of the business of the partnership firm. The said partners shall be working partners. It is hereby agreed to that in consideration of the said parties keeping themselves actively engaged in the business of the partnership firm and working as working partners, shall be entitled to remuneration.

The remuneration payable to the said working partners shall be computed in the manner laid down or deduction under section 40(b)(v), read with Explanation 3 of the Income-tax Act, 1961 or any other applicable provision as may be in force in the income-tax assessment of the partnership firm for the relevant accounting year. Such amount of remuneration shall be distributed between the said working partners in the following proportion:

A. Shri ………………………….. ……. per cent of such amount

B. Shri ………………………….. ……. per cent of such amount

C. Shri ………………………….. ……. per cent of such amount

The partners shall be entitled to increase or reduce the above remuneration and may agree to pay remuneration to other working partner or partners as the case may be. The partners may also agree to revise the mode of calculating the above said remuneration as may be agreed to by and between the partners from time to time.

6. That the parties hereto shall be true and faithful to each other and shall not do or cause to be done anything which may be detrimental to the interest of the firm.

7. That the parties shall keep or cause to be kept proper books of account and documents and shall make entries therein of all receipts, payments and other matters as is usually done and entered in the books of account kept by persons engaged in business similar to that of the firm. Each partner shall have a right to have access to and to inspect and take copy of the same.

8. That the partnership has been and shall be a partnership at will.

9. That the net profit of the partnership firm after deduction of all expenses including rent, salaries, other establishment expenses, interest and remuneration payable to the partners in accordance with this deed of partnership or any supplementary deed as may be executed by the partners from time, to time, shall be divided and distributed amongst the partners in the following proportion:

Sr. No. Name of Party Share in profits

The losses, if any, including loss of capital suffered in any year shall also be apportioned in the above said proportion.

10. That the bank account or accounts have been and shall be maintained in the name of the firm and shall be operated singly or jointly by the partners.

11. That the books of account shall be closed on 31st day of March each year. The net profit or loss after deducting all expenses, interest, remuneration, outgoings shall be divided between the parties in proportion to the sharing ratio referred to hereinabove.

12. That notwithstanding anything contained in the Indian Partnership Act it is hereby mutually agreed to by and between the parties that in case of death of any one or more partners, the firm shall not be dissolved but shall continue to be carried on by and between the surviving partners and legal heirs and/or representatives of the deceased partner, as a continuing concern, on the same terms and conditions as incorporated in this Deed or on such terms and conditions as may be agreed to by and between them from time to time. It is hereby further clarified that it shall be deemed as change in constitution and not succession.

13. That with respect to any matter connected with the affairs of the firm, which is not specifically provided for herein, the partners may make such agreements therefor and may set in such manner with regard thereto as may be agreed upon by and between themselves.

14. That if the partners deem proper and in their interest, they may admit any other person or persons as partners on the terms and conditions as may be mutually agreed amongst themselves.

15. That the partners to this deed are partners in their individual capacity/representing HUF styled as M/s. ………………………………. The parties do not represent any other person.

16. All bonds, bills, notes, bills of exchange, hundies or promissory notes or other securities given on behalf of the partnership (except cheques) shall be signed, endorsed, accepted or executed jointly by all the partners and any bond, bill, note, bill of exchange, etc. to which any partner may be a party contrary to this provision shall be deemed to have been on the personal account of such partner and he shall pay and discharge the same out of his own moneys and indemnify other partners and the firm against payment thereof and against all actions, proceedings, costs, charges, expenses, claims and demands in respect thereof.

17. That the parties of …………………. part are not working partners but are only financing, dormant and sleeping partners. The parties of ………………….. part need not be in charge of, responsible to the firm for the conduct of the business of the firm and need not take interest in day-to-day working and business of the partnership firm.

That the parties of the ………………………. part shall not be liable to any criminal action for the business or working of the partnership firm or for the acts of the other partners or its employees or its representatives for and on behalf of or on account of the partnership firm or for the purposes of the partnership firm. The said partners shall not be liable for any liability, civil or criminal, against the partnership firm or other partners.

That the said partners shall not become and shall not be liable for any criminal action for any default or offence committed by other partners or employees or authorised representatives of the firm under the Income-tax Act, Customs Act, Foreign Exchange Regulation Act, Sales tax Laws or other Central or State Acts, laws, Rules or Regulations.

18. That the partners shall be entitled to modify the above terms relating to remuneration, interest, etc. payable to partners by executing a supplementary deed and such deed when executed shall have effect unless otherwise provided from the first day of accounting period in which such supplementary deed is executed and the same shall form part of this deed of partnership.

19. That all disputes and questions in …………………. connection with the partnership or this deed arising between the partners or between any one of them or their legal representatives and whether during or after the partnership, shall be referred to the arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996 then in force.

IN WITNESS WHEREOF the parties to this deed have set their hands on the day and year first above written and in the presence of:

First Party Second Party

Third Party Fourth Party

WITNESSES;

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Notice Of Retirement By One Partner To Other Partners

Registered A.D.

Date …………………..

To,

……………………………

…………………………….

Dear Sir,

I hereby give you notice under clause …………………. of the Deed of Partnership dated ……………………. executed between me of the One Part and you both of the Second and Third Parts that 1 intend to retire from the partnership between us with effect from …………………………

Yours faithfully,

………………….. A

Date: ……………………..

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Deed Of Dissolution, Where One Partner Takes Over Assets And Liabilities Of The Business

THIS DEED made at …………….. this ………… day of …………., 2000, between A, son of ………………………………. resident of ………………………………………………. hereinafter referred to as retiring partner, of the ONE PART and B, son of ………………………. resident of …………………………. hereinafter referred to as continuing partner of the OTHER PART.

WHEREAS the parties hereto were doing the business of ………………. at …………………………. under the name and style of M/s. …………………………………………………. in terms of Deed of Partnership dated …………………………

AND WHEREAS on account of disputes and differences arising between them, the parties have decided to dissolve the partnership on the terms and conditions hereinafter appearing.

WITNESSETH AS FOLLOWS:

(1) The parties hereto hereby dissolve the partnership subsisting between them under the Deed of Partnership dated …………………. with effect from …………………

(2) The assets and liabilities of the partnership have been assessed and the final balance sheet and profit and loss account have been taken and both the parties have seen the said accounts and are satisfied about its correctness.

(3) The continuing partner has paid to the retiring partner a sum of Rs. ……………… (the receipt whereof the retiring partner hereby acknowledges) as consideration of the share and interest of the retiring partner in the assets, stock-in-trade, goodwill and tenancy rights of the firm.

(4) The retiring partner as beneficial owner hereby assigns and releases unto the continuing partner ALL THAT the one-half share and interest of and in the business and stock-in-trade, assets and other personal chattels including the goodwill thereof TO HOLD the same unto the continuing partner absolutely for ever.

(5) The continuing partner hereby covenants with the retiring partner that he shall discharge all the debts, liabilities and obligations of the partnership and will at all times hereafter keep the retiring partner indemnified against the said debts, liabilities and obligations and from all actions, proceedings, costs, claims and demands in respect thereof.

(6) The retiring partner hereby covenants with the continuing partner that he shall not engage himself directly or indirectly in the business of ………………………….. for a period of ………………………. years from the date of dissolution of the partnership.

(7) The retiring partner hereby releases the continuing partner and the continuing partner hereby releases the retiring partner from all actions, accounts, claims and demands in relation to the said partnership and from all the covenants and agreements contained in the said Deed of Partnership.

(8) The continuing partner hereby agrees and undertakes that he shall notify the dissolution of the partnership to the Registrar of Firms ……………………………… and also in the ………………… Government Gazette and in two newspapers within ………………… days from the date of execution hereof.

IN WITNESS WHEREOF the parties have hereunto set their hands, the day and year first hereinabove written.

Signed and delivered by the within named A

Signed and delivered by the within named B

WITNESSES;

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Agreement Introducing A New Partner In The Existing Partnership

THIS AGREEMENT made at ……………………… this ………… day of …………………, 2000, between A, son of ……………….. resident of ………………………… B, son of ……………………… resident of …………………………. (hereinafter collectively called the partners) of the ONE PART and C, son of ……………………………… resident of ………………………….. (hereinafter called the new partner) of the OTHER PART.

WHEREAS the partners are carrying on the business of …………. under the name and style of M/s. …………………………………………… at ……………… in terms of Deed of Partnership dated ………………..

AND WHEREAS on the request of the new partner, the partners have agreed to introduce him as a partner in the partnership and in consideration of the new partner contributing the sum of Rs. ………….. towards the capital of the partnership of the partners. It is mutually agreed as follows:

1. This Agreement is supplemental to the deed of partnership dated ……………….. made between the said partners.

2. From the date hereof, the said new partner shall be a partner with the partners subject to the terms and conditions of the said partnership deed except in so far as the same are varied by this agreement.

3. The capital of the partnership shall be Rs. ……….. contributed by the parties hereto in equal one-third shares and the partners shall be entitled to share the profits and bear the losses of the partnership in proportion to their respective shares in the partnership.

4. The old partners shall be liable for the debts, liabilities and obligations of the old partnership and they shall indemnity and keep indemnified the new partner and also all the assets and rights of the partnership firm against such debts, liabilities and obligations and against all proceedings, costs, claims and expenses in respect thereof.

5. Except as modified by this agreement, the said partnership deed of date ………………….. shall hereafter be read and construed as if the same had been executed by the partners and new partner hereto.

IN WITNESS WHEREOF, the parties hereto have set and subscribed their hands, the day and year first hereinabove written.

Signed and delivered by the within named A

Signed and delivered by the within named B

Signed and delivered by the within named C

WITNESSES;

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Agreement Admitting Minor To The Benefits Of Partnership

THIS AGREEMENT made at …………… on this……… day of ……….., 2000, between A son of …………… resident of ……………………. of the FIRST PART, B son of ……………… resident of ……………… of the SECOND PART and C son of ……………….. resident of …………….. of the THIRD PART.

WHEREAS the parties hereto are carrying on the business of ……………….. in partnership under the name and style of M/s. …………………………….. at ………………………………….. upon the terms and conditions mentioned in the Deed of Partnership dated ……………….

AND WHEREAS the parties have agreed to admit the minors D and E to the benefits of the partnership.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Shri D son of ……………………………………….. minor (Date of birth), resident of ……………………………. shall be admitted to the benefits of partnership between A, 8, and 0 in terms of Deed of Partnership dated ………… from the date of these presents.

2. The net profits of the partnership shall be arrived at after providing for payment of remuneration to the working partners and interest to the partners as provided shall be divided among the partners in the following shares and proportion:

(i) A 30 paise in a rupee in the net profits 40 paise in a rupee in the net losses.

(ii) B 30 paise in a rupee in the net profit 40 paise in a rupee in the net losses.

(iii) C 30 paise in a rupee in the net profit 20 paise in a rupee in the net losses.

(iv) D 10 paise in a rupee in the net profits Minor’s share.

3. It is also agreed that the said minor D shall be entitled to the benefits of partnership and shall not be personally liable for any obligations and liabilities of the firm but his share in the profits of the firm shall be liable for any obligations and liabilities of the said firm and pending the said minor attaining majority, his share in the profit of the partnership shall be accumulated to the credit of the minor, so as to be available to meet his share of loss, if any incurred by the firm at any time during his minority.

3. Subject to modifications made by this agreement, all other terms and conditions in the partnership deed dated ………………….. executed between A of the one part, 8 of the second part and C of the third part shall, remain unchanged and shall be binding on all the parties hereto.

IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their respective hands the day, month and year first hereinabove written.

Signed and delivered by the within named A

Signed and delivered by the within named B

Signed and delivered by the within named C

WITNESSES;

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Deed of dissolution of partnership (involving immovable property)

THIS DEED OF DISSOLUTION Is made at … this day … between Mr. A residing at … hereinafter referred to as ‘the Party of the First Part’ and Mr. ‘B’ residing at … hereinafter referred to as ‘the Party for the Second Part’ and Mr. ‘C’ residing at … hereinafter referred to as ‘the Party of the Third Part,’

WHEREAS the Parties hereto have been carrying on business of… in partner- ship in the Firm name of M/s. XYZ & CO on the terms and conditions recorded in the Deed of Partnership dated … entered into by and between the parties hereto. since the … day of …

AND WHEREAS as certain differences have arisen between the parties hereto (or as the parties do not desire to continue the said partnership for diverse reasons the parties) have agreed to dissolve the said partnership as from the … day of … on the terms herein recorded.

AND WHEREAS the assets of the partners consist of (i) the land and premises purchased and belonging to the Party of the First Part and brought in by the Party of the First Part as his contribution to the capital of the Firm (ii) the lands and premises described In the Second and Third Schedules hereto purchased or otherwise acquired by the Firm in the course of Its business. (iii) and the goodwill, the stock-in-trade, furniture and other articles and things and bank balances and outstandings.

AND WHEREAS accounts of the partnership business have been made upto the date of dissolution and the total value of the assets have been ascertained to be Rs… including Bank balances, and outstanding debts and excluding therefrom the debts and liabilities of the Firm.

AND WHEREAS each partner is entitled to an equal share in the assets and profits of the firm, under the said Deed of Partnership.

AND WHEREAS it is agreed that the property described In the First Schedule will be returned back to the Party of the First Part in lieu of his share In the said assets, the property described In the Second Schedule will be assigned to the Party of the Second Part in lieu of his share in the said assets and the property described in the Third Schedule will be retained by the Party of the Third Part in lieu of his share in the said assets.

AND WHEREAS for equalisation of shares the Party of the Third Part will pay to the Parties of the First and Second Parts in cash a sum of Rs… in the manner hereinafter provided. –

AND WHEREAS it is agreed that the business of the firm will be continued by the Party of the Third Part alone in the same name and he will be entitled to retain not only the property described in the Third Schedule but all the stock-in- trade, furniture, articles and moneys in lieu of his share in the assets subject to payment of the said sums payable to the Parties of the First and Second Part and subject to all debts and liabilities of the Firm and that the Parties of the First and Second Part will be deemed to have retired from the partnership

AND WHEREAS the parties have agreed to record the terms of and effectuate the dissolution of the Firm In the manner following.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. It Is agreed and declared that the partnership between the parties hereto in the name of M/s … be and it is hereby dissolved with effect from the … day of .………………, 2000.

2. The accounts of the business and assets, profits and losses of the said partnership firm till the date of dissolution have been made and settled and signed by the Parties and the Parties confirm the same and except as hereinafter provided no party is liable to the others in respect thereof.

3. The business of the Firm shall be continued to be carried on by the Party of the Third Part alone and as the sole proprietor thereof as from the said date and the Parties of the First and Second Part shall be deemed to have retired from the partnership and shall have no claim thereto except to the extent hereinafter mentioned.

4. The property described In the First Schedule hereto shall cease to be a part of the assets of the Firm and shall continue to belong to the Party of the First Part in his own personal capacity and the Parties hereto of the Second and Third Part hereby release and renounce all their right, title and Interest therein or thereto as partners of the Firm.

5. The property described in the Second Schedule hereto shall also cease to be a part of the assets of the Firm and shall belong to the Party of the Second Part alone and in his own personal right and the Parties of the First and Third Part hereby grant, transfer and release all their respective shares, right, title and interest therein together with the appurtenances thereto To Have and To Hold the same unto and to the use of the Party of the Second Part absolutely subject to the payment of the taxes, rates, assessments, dues and duties payable in respect thereof to the Government or Municipal Corporation or any other public body.

6. The Parties of the First and Second Part also release or renounce in favour of the Party of the Third Part all their share, right. title and interest, claim and demand in or to the stock-in-trade. furniture and other articles and moneys belonging to the Firm, the goodwill, thereof and in or to all the debts and outstandings belonging to the Firm.

7. The property described in the Third Schedule hereto shall belong to the Party of the Third Part alone and the Parties of the First and Second Part hereby grant, transfer and release all their respective shares, rights. title and interest therein To Have And To Hold the same unto the use of the Party of the Third Part absolutely subject to the payment of all the taxes, rates, assessments, dues and duties In respect thereof payable to the Government or the Municipal Corporation or any other public body.

8. The Party of the Third Part agrees and covenants to pay to each of the parties of the First and Second Parts a sum of Rs… by quarterly equal instalments with Interest thereon at … % p.a. the first of such instalments to be paid on the … day of … and each subsequent instalments on the … day of each subsequent quarter provided that in default of payment of any two instalments the whole of the said amount or any part thereof then remaining due shall become payable forthwith and provided further that, the payment of the said amounts shall remain charged on the property described in the Third Schedule hereto and allotted to the Party of the Third Part.

9. The Party of the Third Part covenants with the Parties of the First and Second Part that he will pay and is liable to pay all the debts and liabilities of the Firm subsisting on the date of dissolution including liabilities of Firm’s income-tax and other taxes and Government dues and shall indemnify and keep indemnified the Parties of the First and Second Parts against the said liability and against all loss, costs, charges and expenses incurred by any of them on account of such debts and liabilities or any of them or any part thereof being required to be paid by them or any of them.

10. Each of them the Parties hereto hereby releases the other or others from all proceedings. accounts, claims and demands in respect of the said partnership but without prejudice to any rights or claims and remedies in respect thereof under these presents.

11. The Parties of the First and Second Part hereby jointly and severally appoint, nominate and constitute the Party of the Third Part their attorney or agent with authority to collect all the assets and property of the partnership and to ask, demand, sue for and recover and receive and to sign and give discharge for all the debts. estate and effects or other moneys due or owing or in any wise belonging to the said partnership and to settle accounts. reckoning, matters and things whatsoever relating thereto and to compound or release all or any of the debts or claims belonging to the partnership and to Institute any suit or legal action or other proceedings for compelling payment, discharge or delivery of any moneys or other property belonging to the partnership and for any of the purposes aforesaid from time to time to appoint any substitute or substitutes and at any time to remove him or them, to sign, declare pleadings. applications and other papers as may be required for the purpose. and generally to do all such acts and things as may be necessary or expedient for the purpose of recovering All debts and liabilities of the Firm or for vesting in the Party of the Third Part the premises hereby assigned or released to him.

12. The Parties of the First and Second Part shall not for a period of one year from the date hereof carry on or engage or be concerned or interested either directly or indirectly in the same business carried on by the said partnership in the city of …

13. The benefits of or rights to all permits licenses held by the said Firm shall belong to the Party of the Third Part alone and the Parties of the First and Second Part will have no right or claim thereto.

14. Each of the parties hereto agrees and undertakes to sign all applications. documents, and other papers as may be. required to properly transfer the properties and other assets allotted, assigned or released to the other or others including all licenses and permits in the Government or Municipal records or otherwise but the costs, charges and expenses in respect thereto will be borne by the party requiring such documents to be signed.

15. Each of the parties hereto assures the others that except as recorded in the books of account of the Firm and other record, any of them has not received. collected or discharged or compromised any claim demand or credit due or to become due to the Firm or incurred any debt or liability or obligation that may now or hereafter directly or indirectly charge or affect the partnership or any of Its property and assets.

16. The notice of the dissolution of the firm in the prescribed form will be given by the Party of the Third Part within prescribed time as required by the Partnership Act and Rules made thereunder and the Party of the Third Part will publish the dissolution in the Government Gazette as early as possible.

17. All the expenses of and incidental to stamp and registration of this Deed will be borne by the parties hereto in equal shares.

18. The original of this Deed will remain in the custody of the Party of the Third Part and will be produced by him to the other or others whenever required for inspection or production before any Court. any Govt. Officer, Central or State, including the Offices of the Income tax and Sales Tax Department. One duplicate signed copy of this Deed will remain with each of the other two parties hereto.

19. Notwithstanding anything hereinbefore contained all the liability for income-tax on the personal Income including capital gains tax of any party hereto including any interest thereon and penalties imposed In respect thereof incurred before dissolution or after will be that of the party whose Income it is and such party shall indemnify and keep indemnified the other parties against such liability and costs. charges and expenses incurred on that account.

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

THE FIRST SCHEDULE ABOVE REFERRED TO

THE SECOND SCHEDULE ABOVE REFERRED TO

THE THIRD SCHEDULE ABOVE REFERRED TO

Signed and delivered by the withinnamed Party of the

First Part Mr. A in the presence of

Signed and delivered by the withinnamed Party of the

Second Part Mr. B in the presence of

Signed and delivered by the withinnamed Party of the

Third Part Mr. C in the presence of

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Deed Of Retirement of Partner

THIS DEED/AGREEMENT is made at… this … day of … between Mr. A residing at … hereinafter referred to as ‘the Retiring Partner’ of the One Part and Mr. ‘B’ residing at … and Mr. ‘C’ residing at … both collectively hereinafter referred to as the ‘Continuing Partners’ of the Other Part.

WHEREAS the parties hereto have been carrying on business -in partnership under the Deed of Partnership dated – entered into by the Parties hereto in the name of M/s. …

AND WHEREAS the Retiring Partner has given notice to the Continuing Partners of his desire to retire from the said partnership as from the…. day of …

AND WHEREAS accordingly, accounts have been made up of the assets subject to the debts and liabilities and of the profits earned till the said date and a sum of Rs. … is found to be due and payable to the Retiring Partner In lieu of his share.

AND WHEREAS it is now proposed to execute this Deed of Retirement recording the terms and conditions of such retirement.

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS-

1. The Retiring Partner doth hereby retire and shall be deemed to have retired from the said Partnership between the parties hereto and carried on as the name of M/s … as from the … day of .………., 2000.

2. As from the said date the Continuing Partners have been and will be entitled to continue to carry on the said business In partnership on such terms as may be agreed upon between them.

3. It is declared that except as hereinafter provided the Retiring Partner shall not have and he hereby releases all his share, right. title and Interest in the business, of the said partnership, Its assets Including goodwill, all licenses and permits held by the said Firm, Its outstandings dues and receivables and outstanding contracts, that the same shall belong to the Continuing Partners alone.

4. The Continuing Partners agree to pay all the debts and liabilities of the said Firm and to Indemnify and keep Indemnified the Retiring Partner against all such debts and liabilities and all loss, costs, charges and expenses that the Retiring Partner may Incur or suffer on account thereof.

5. The Retiring Partner confirms that as a result of accounts being taken a sum of Rs. … Is due and payable to him in lieu of his share. right, title and Interest In the said partnership business including its assets and good will and he has no other claim against the Continuing Partners In respect of the said Firm.

6. The Continuing Partners covenant to pay the said sum of Rs… to the Retiring Partner by monthly instalment of Rs… the first of such instalment to be paid on the … day of… and each subsequent Instalment on the … day of each succeeding month until the whole amount is paid in full. if there Is any default In payment of any two instalments then the whole of the said amount or any part thereof then remaining due shall become payable forthwith and the Retiring Partner will also be entitled to charge Interest at … percent per annum on delayed instalments and until payment of the said amount in full, it will remain a charge on the assets of the said partnership.

7. The Retiring Partner agrees and undertakes that he will not use the name of the Firm and will not carry on the same or similar business as at present carried on by the Firm for a period of two years from now and within a radius of four kilometres from the place where the business of the Firm Is carried on.

8. For the sake of convenience. the Retiring Partner appoints the Continuing Partners jointly and severally as his attorneys with authority or power to take legal action and to do all other acts and things necessary to recover the debts and liabilities due to the Firm In respect of the transactions or business done upto now.

9. The Retiring Partner agrees and undertakes to execute any document or papers as may be required to give complete effect to his retirement from the said partnership.

10. The retirement of the Retiring Partner shall he advertised in the Official Gazette and in the local newspapers as required by law and the registration entry of the Firm In the records of the Registrar of Firms will be got amended accordingly. The Retiring Partner agrees to sign application or papers required for the purpose.

11. The income tax payable by the Firm will be paid by the Continuing Partners and the Retiring Partner will pay the income tax on his income and other moneys received from the Firm.

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

Signed and delivered by the withinnamed Retiring Partner Mr. A. in the

presence of .…………

Signed and delivered by the withinnamed Continuing Partners B & C, in the presence of ……………

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