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RECONSTITUTION OF PARTNERSHIP DEED
This deed of partnership made and
executed on this the day of .. . . . . .
.
. . … . . .. . . at Bangalore By and Between:
1. . . . . . . …………………………….
Hereinafter referred to as the first
party.
2. . . …………………………………. Hereinafter
referred to as the second
party/retiring partner.
3. . . ………………………………….. hereinafter
referred to as the third
party/retiring partner.
4. . . . . . . .. . . . . . . . . . . . . . .. . hereinafter referred to as the fourth party/incoming
partner.
(The
terms fist, second, third and fourth parties shall wherever the context to
request mean and include their respective heirs, legal representatives, administrators,
executors and assigns) of the each part shall witnesseth:
Whereas
the parties 1 to 3 herein have been carrying on business as partners of the
firm under the name and style of . . . . . . . . . . . . . . . . . ..
. . .
. . . . . . . .. .. The parties 2 to 3 herein have expressed their desire to
retire from the firm and the fourth party herein as offered to come in as a
partner to continue the business of …. . . ………………………………
Upon
the parties 2 and 3 herein offering to retire from the firm the accounts of the
firm have been drawn.
Whereas
the party of the third part has lent substantial amount of money to the firm to
meet the exigencies of the business apart from contributing to the capital of
the firm. The parties 1 and 4 herein have decided to continue the business in
the same products in which the firm was dealing and to take over the
liabilities of the fir, all the assets together with goodwill and name. Hence
this re-constitution deed.
NOW
THEREFORE THIS DEED OF PARTNERSHIP SHALLWITHNESSETH:
1.
Name
of the Firm:
2.
Place :
3.
PURPOSE:
Manufacture
and sale of electrical varnishes of all grades, polymers resins and such other
products which may be decided by the partners from time to time. To engage in
trading activities in dyes, chemicals pigments etc.,..
4. DURATION OF PARTNERSHIP:
The
duration of partnership will be AT WILL. However, it shall not be dissolved for
atleast five years or with the consent of both continuing partners.
5. CAPITAL:
First
and fourth parties herein who will be contributing Rs… . . . . . each towards
the share capital.
6. SHARING RATIO:
50:50 each between two partners
out of the profits and losses.
7. BANK ACCOUNT:
The
firm shall have in its name such Bank Accounts as may be necessary with any
Bank, wither schedule, Co-Operative or Nationalised Bank and the Bank Accounts
shall be operated by the Managing Partner.
8. MANAGEMENT:
Sri. . . . . . . . . the first
party herein shall be the managing partner of the firm he shall carry on day to
day affairs of the firm in the best interest of the partners with the
assistance of the other partner. Matters relating to line of business,
finances, place of business, salaries, appointments etc., shall be decided from
time to time by the managing partner.
9. FURTHER INVESTMENT:
In
case of necessity the partners have agreed to invest money for effectively
running the unit. Such additional investment shall be treated as loan and such
lending partner will be entitled to 18% p.a. interest on such amount.
10. In
case of death, insolvency, lunancy or retirement of any one of the partner of
the firm, the firm shall not automatically get dissolved. The
surviving
partner will be entitled to continue the firm either by taking new partners or
without inducting anybody.
11. BORROWINGS:
The partners
may, by mutual consent, borrow the funds from any bank, society, co-operative
Bank, financial institution or individuals for the purpose of running the
business and in such cases all the partners will jointly and severally be
responsible for the repayment of loans or credit facilities availed by the
firm. No partner will be entitled to borrow money in the name of the firm
individually and all security documents shall be signed both partners.
12. REMUNERATION:
The partners will be entitled to
draw a sum of Rs. . . . . . . each for the services rendered by them to the
firm and the same shall be subject to revision by mutual consent depending on
the financial position of the firm. However, if the firm is not in a position
to repay the loan or instalments top the creditors from out of the income of
the firm the partners will not draw their salaries.
13. The
partners will not be entitled to withdraw the capital contributed by them till
such time the loans contracted by the firm is fully discharged.
14. The
Books of Accounts of the firm shall be maintained by the managing partner with
the assistance of such staff, employees or agent as my be appointed by the
fir,. The second partner and managing partner will be entitled to sign all the
bills, vouchers and other papers required to to signed in daily transaction to
carry on smooth business.
15. No
partner shall contract any loan individually or incur liability without written
concurrence of the other partner and if any such commitment is made contrary to
the above only such partner making commitment will answer the same.
16. APPOINTMENTS:
All
appointments of consultants, staff, employees, agents, dealers, tax
consultants, auditors, advocates etc., shall be made by mutual consultation
between the partners.
17. The
Managing partner shall maintain proper books of accounts regularly and the same
shall be kept in its registered office or at the factory which shall be made
available for inspection by the other partner at all times. He account books so
maintained by the firm shall be got audited every year by qualified auditors.
18. FINANCIAL YEAR:
The financial year of the firm
shall be from ……….. . .. . .. of each year
ending
with . . . .. .. . . . of succeeding
year.
19. No
partner will be entitled to retire from the firm without giving atleast one
month notice in advance, to the other and without obtaining prior permission
from the Bank or financial institution with whom the firm will have
transactions.
20. No.
partner will be entitled to transfer, assign or charge his/her interest or
share in the firm to a third party without prior consent of the other partner
and also without prior permission of the Bank.
21. Since
second and third parties herein have retired from the firm w.e.f. today, have
drawn up the accounts till date and that the retiring partners have no dispute
or claim either against the firm or the continuing partners.
22. No
partner shall engage himself/herself in any activity or business which is
similar identical with the business and activity of the firm either directly or
indirectly to affect the interests of the firm adversely.
23. The
firm shall sue and be sued in the name of the firm only and managing partner
shall represent the firm in such matters before the courts of law by signing
such papers as may be required to be signed and verified for being presented in
the courts, arbitrators or such other authority.
24. The
properties acquired and transactions carried on by the firm shall be in the
name of the firm and all assets, liabilities goodwill etc., that have been
acquired as on date will continue to be the assets of the firm.
25. The partners shall sincerely do
their respective jobs which is necessary in the best interest of the firm so as
to run the same smoothly and profitably to the best advantage of all the
partners. If any partner were to deliberately cause loss to the firm or is
acting prejudicial to the interest of the firm such a partner shall make good
the same to the other partner and such partner shall be removed from the
partnership.
26. In
respect of all the matters for which there is no specific clause provided
herein, the parties herein, will be governed by provisions of the Indian
partnership Act 1932 and any amendments thereto from time to time.
IN WITHNES WHEREOF THE PARTIES HERETO HAVE SER THEIR
RESPECTIVE HANDS TO THIS PARTNERSHIP DEED ON THE DATE AND PLACE MENTIONED
HEREINABOVE IN PRESENCE OF THE FOLLOWING WITHNESSES:
WITNESSES:
1. PARTNERS:
2.
