PARTNERSHIP DEED

  DEED OF PARTNERSHIP

      THIS DEED OF PARTNERSHIP made and entered into at Virar on this ___ day of October, 2013, __________________________, aged about 42  years, an adult, Indian  Inhabitant, residing at Flat No.________________, hereinafter referred to as the PARTY OF THE FIRST   PART (Which expression shall unless be repugnant to the context or meaning thereof, mean and include his legal heirs, executors, administrator and assigns)

            AND

 MR.______ aged about 29 years, an adult, Indian Inhabitant, residing at Flat No. 08, __________________, hereinafter referred to as the PARTY OF THE SECOND PART (Which expression shall unless be repugnant to the context or meaning thereof, mean and include his legal heirs, executors, administrator and assigns)

WHEREAS the Parties here to have agreed to commence business in partnership on the terms and conditions hereinafter appearing:

AND WHEREAS the parties hereto being desirous of recording the terms and conditions of partnership for the purpose of carrying on the business of consulting, supervision and co-ordination of post production of films, distribution, registration under copy right act, and all allied business in connection with production of film in partnership with effect from 12^th October 2013.

NOW THESE PRESENTS WITNESSETH AND IT IS HEREBY MUTUALLY AGREED by and amongst the parties hereto that they have become partners of the M/s. ________upon the terms and conditions as appearing hereunder:

  

1)  NAME OF THE PARTNERSHIP : The Partnership business shall be carried on in the firm name and style of M/s. __________ & in any such name  or names as may be mutually agreed between the partners from time to time.

2)  REGISTERED OFFICE : The registered office of the firm shall be at ______________________________________, or at such other place or places as may be mutually agreed between the partners from time to time.

3) OBJECT  : The object of this partnership shall be  :-

      To carry on all or any of the business of consulting, supervision and co-ordination of post       production of films, distribution, registration under copy right act, and all allied business         in connection with production of films.

 4)  COMMENCEMENT AND DURATION  :  The partnership shall be deemed to have            commenced from ___October 2013 and  shall be determined in manner hereinafter               provided.

   5)  DURATION OF THE FIRM : The duration of the  Partnership shall be until dissolved by the Mutual consent of all the partners hereto. 

  6) CAPITAL  CONTRIBUTION  : It is mutually agreed between the parties    hereto that each of the parties shall  contribute such amounts towards their  respective share in the firm’s capital as required from time to time. And the                                initial Capital Contribution taking together all the partners contribution shall be Rs. 50,000/- (Rupees Fifty Thousand only).   The Partnership shall give interest on Capital account and / or Current Account or loan Account of the partners on the Amount credited in these respective Accounts at the rate 12% per annum or  such lower/higher  rate as may be prescribed U/s.40 (b) (iv) of the  Income Tax Act, 1961 and / or the Direct Tax code or any other act succeeding the Income Tax Act, 1961. If there is any debit balance in the account of any partners, the interest at the above rate shall be payable by him.  The partners shall be at liberty to increase or reduce the above rate of interest from    time to time.

 7) BANK ACCOUNT    : The Bank Account of the partnership shall be opened with any nationalized bank or co-operative Bank/Banks as may be agreed upon by the partners and such account or accounts shall be operated by Mr.Rushikesh Ganpatrao More.

8)  MANAGEMENT  & REMUNERATION TO WORKING PARTNERS  : All the parties hereto collectively  referred to as “Working partners” and have agreed to devote their time and attention and who will actively engaged in conducting the affairs of the business of the firm.

      The quarterly remuneration shall be calculated as percentage of the Books profit as defined in Explanation 3 of section 40(b) of Income Tax Act, 1961 for each accounting year in the following manner:

Base of Book Profit	Allowable Remuneration
i) a) On the first Rs.3,00,000/- of the book profit	Rs.1,50,000/- or at the rate of 90% of the book profit whichever is more.
b) On the balance of the book profit	At the rate of 60% of the book profit.

The amount of remuneration worked out by applying above scale will be divided between the working partners in the following proportions:

                 1. MR. ____________________   -      50%

2. MR. _____________________   -    50 %                                                                                    

ii) In the event of loss, the working partners will be entitled to only monthly remuneration as mentioned hereinabove.

iii) The partners shall be entitled to increase / reduce the remuneration to the working partners as may be agreed from time to time by executing the supplementary deed.

iv) The additional yearly remuneration payable to the partners as above shall accrue and be credited to their respective accounts at the close of the accounting period when final accounts of the partnership are made up.The additional yearly remuneration referred to herein shall be deemed to be the remuneration referred to the remuneration due and payable from 1^st April to 31^st March of each accounting year.

 v) The said partners shall be entitled to draw the above additional yearly remuneration only after the end of the relevant accounting period. However, nothing herein contained shall preclude any of the said partners from withdrawing fixed remuneration of provided hereinabove and any amount  against the amount standing to their capital accounts and/or current or loan accounts or the share of profit for the relevant accounting period in such manner as may  be decided by partners by mutual  consent. In case partners withdraw any amount during the year, the same shall be allowed towards capital account or the same shall be considered as loan (in case overdrawn).

vi) For the purpose of the above calculation the income of the firm shall mean the book profits as shown by the profit and loss account in respect of which the aforesaid calculations are to be worked out and the book profits shall be the net profit before charging the following:

a) Monthly remuneration and additional remuneration to working partners.

b) Provision for taxation.

c) Any expenditure of the capital or personal nature or any expenditure expressly disallowable under the provisions of Income tax Act which has been debited to the Profit and Loss account.

   d)  Any expenditure in respect of which ceiling limit for allow ability has been prescribed under the Income Tax Act and where the Expenses debited to Profit and Loss account are in excess of such ceiling limit , then the amount  of such excess.

      e)  In arrving at the above book profit the depreciation on written  down value of the  assets at the rates prescribed under the income Tax Rules  shall be taken into Consideration.

     9) PROFIT SHARING : The Net Profits after  giving    Fixed  /  Additional renumeration, interest on capital, interest on loan etc. to the partners and losses including that on capital account shall be shared or borne between the partners in the following proportions:

Name                                                       Profit /Loss

                                                                Sharing Ratio

_______________________________________________

1. ____________________     -    50%                   

2. ____________________        -    50%

                                                             ------------

                                                                100      

      

10) DRAWINGS  : Each partner shall draw out of the firm such amounts as may be agreed   upon on account of  his  share of profit  but if on taking the annual general account, the capital account of any  partner is found to be overdrawn , the excess shall be refunded.

11) ACCOUNTS  : All  the necessary and proper books of account shall be maintained by the firm  at the end of March every year  a General Account shall be taken of all the Assets and liabilities and of the Profits and losses of partnership and shall be placed before the meeting of parties hereto expeditiously for adoption . Such Account when signed and adopted shall be conclusive and final between them as to all matters stated therein unless

      some manifest error shall be discovered within three months after adoption thereof, in which case such error shall be rectified. The first accounting period shall end on on 31^st March of every year.

  12)BORROWING POWERS  : The partnership firm shall and is hereby authorized to borrow funds from Bank, any financial institutions or private parties for firm’s business only.

13) DUTIES    :    Each  partner shall :

a)Punctually pay and discharge his/its separate and individual debts and engagement and indemnify the other partners and the partnership assets against the all proceedings , costs, claims, or demands.

In respect thereof    :

a)Be just and faithful to the other partners in all transactions relating to this partnership business and at all times give to the other partners a true account of  all such dealings and offer every assistance in his/its  power in

carrying on the partnership business to their mutual advantage.

b) Expeditiously pay all moneys, Cheques and negotiable instruments received by him  on account of  firm into the Bank to the firm’s Account.

14) LIMITATIONS    :   No partner shall without the consent of the others :

a)   Enter into an agreement which he believes to be unreasonable to the firm or not in the major interest of the firm and whereby the partners are likely to risk the loss or be liable for any sum or any number of sums in respect of the said transactions.

b)   Except in the ordinary course of Business, dispose off by loan, gift, pledge, sale or otherwise any property of the firm or any part thereof.

           c)   Forego the whole or any part of any debt or sums due to the partnership;  

d)   Become bailor or guarantor or Surety for any person or persons or do or  knowingly suffer anything to be done whereby the partnership Business or property may be endangered;

e)   Assign ,mortgage , or charge his  interest in the firm or in the assets or profits of the firm;

f)    Draw ,accept or endorse any bill of exchange or promissory note on account of partnership unless in the ordinary course of business;

g)   Lend any of the moneys or deliver upon credit any of the goods of the firm to any person, firm or company whom the other partner shall have previously in writing forbidden him to trust.

h)   carry on any business of competing nature during the tenure of the firm or within three years of his  retirement from the firm.

15)  TERMINATION :   If any partner shall :

a)commit any breach of the provisions of the Clause 11 and of these  presents or,

            b)commit any act of insolvency or,

 c) do or suffer any act which would be the ground for dissolution  of the partnership. Then and in any such case ,the other partners within three calendar months after becoming aware thereof, by notice in writing shall terminate the partnership. In that case such other partners shall have the option of purchasing share of defaulting partner in the capital and assets of the firm.

16) RETIREMENT   : (i) If any partner wants to retire from the  partnership, he/she can do so by giving to the other partners not less than 15 days notice in writing of his intention to  retire from the partnership. In thatevent the accounts of the firm shall be made up expeditiously and the  amount due, if any, shall be paid to such partner within three months from the date of his/her retirement.

    ii) The death, insolvency or retirement of any partner shall not dissolve the firm as to the surviving or continuing partner .In case, any of the parties hereto dies, his heirs , executors, administrators or a person nominated by such party during his life time for such purpose shall be taken in the partnership by the other surviving partners on the same terms as the deceased partner enjoy, provided ,however ,that if the party, so dying has not nominated any person to continue the share in The partnership and his/her heirs executors or administrators are not willing to continue the shares of the deceased partner, then the amount standing to his credit in respect of capital and profit due to him till the date of such event shall be paid  to his heirs, executors or administrators of the deceased partner or his  nominee on making up the partnership Account. 

        (iii) In any other case ,the firm can be dissolved with mutual consent of all the partners. 

        (iv) In any of the above events (i.e. in the event of death, retirement,

  resignation insolvency and dissolution) the goodwill of the firm  shall be taken as NIL

17) ARBITRATION : If during the continuance of partnership or at any time afterwards any dispute or difference of opinion or question shall   arise touching the partnership or the amounts or transactions or  the dissolution or the winding up thereof or the construction, meaning or effect of this Deed or anything herein contained  or the rights and liabilities of partners or their representatives under the deed or otherwise then every such dispute, difference or question shall be referred to sole arbitrator ,under the provisions of the  Indian Arbitration Act, 1963 then in force. The        decision of the sole arbitrator shall be final and binding upon the parties hereto

18) RESIDUAL : Anything  not provided herein touching the partnership business shall be decided by the mutual consent of the partners. All these several covenants, we hereby agree upon and set out signatures on this Deed of Partnership which shall be binding upon us, our heirs, executors and assigns.

IN WITNESS WHEREOF, the Partners hereto have signed this DEED OF PARTNERSHIP  on this _____   day of October, 2013.

SIGNED ,SEALED AND DELIVERED                                  

By the withinnamed                                             

MR.   ____________________________                 

In the presence of………………………..            

……………………….……. …………….                 

  

SIGNED ,SEALED AND DELIVERED                

By the withinnamed                                             

MR. _____________________________           

In the presence of……………………….          

…………………………………………….