ASSIGNMENT NO.

28

DRAFTING OF PARTNERSHIP DEED

INTRODUCTION

Partnership is the relation between persons who have agreed to share the profits of a
business carried on by all or any of them acting for all. Persons who have entered into
partnership with one another are called individually ‘partners’ and collectively ‘a firm’, and
the name under which their business is carried on is called the ‘firm name’.

ELEMENTS OF PARTNERSHIP

A. ASSOCIATION OF TWO OR MORE PERSONS:

Partnership is an association of 2 or more persons. Again, only persons recognized by

law can enter into an agreement of partnership. Therefore, a firm, since it is not a
person recognized in the eyes of law cannot be a partner. Again, a minor cannot be a
partner in a firm, but with the consent of all the partners, may be admitted to the benefits
of partnership. The partnership Act is silent about the maximum number of partners but
section 464 of the Companies Act, 2013 has now put a limit of 50 partners in any
association/partnership firm.

B. AGREEMENT:

It may be observed that partnership must be the result of an agreement between two or
more persons. There must be an agreement entered into by all the persons concerned.
This element relates to voluntary contractual nature of partnership. Thus, the nature of
the partnership is voluntary and contractual. An agreement from which relationship of
Partnership arises may be express. It may also be implied from the act done by partners
and from a consistent course of conduct being followed, showing mutual understanding
between them. It may be oral or in writing.
C. BUSINESS:

In this context, we will consider two propositions. First, there must exist a business. For
the purpose, the term “business” and includes every trade, occupation and profession.
The existence of business is essential. Secondly, the motive of the business is the
“acquisition of gains” which leads to the formation of partnership.

D. AGREEMENT TO SHARE PROFITS:

The sharing of profits is an essential feature of partnership. But an agreement to share

losses is not an essential element. It is open to one or more partners to agree to share all
the losses.

E. BUSINESS CARRIED ON BY ALL OR ANY OF THEM ACTING FOR ALL:

The business must be carried on by all the partners or by anyone or more of the partners
acting for all. This is the cardinal principle of the partnership Law. In other words, there
should be a binding contract of mutual agency between the partners. An act of one
partner in the course of the business of the firm is in fact an act of all partners. Each
partner carrying on the business is the principal as well as the agent for all the other
partners.
 AGREEMENT OF PARTNERSHIP DEED

This Agreement is executed in New Delhi on 18th day of April of 2020

BETWEEN

1. Mr. Umar Khalid son of Anupam Khalid residing at 45, Second Floor, Block B,
New Friends Colony, New Delhi hereinafter referred to as the First Party (unless
repugnant to the context would mean and include legal heirs, executors,
administrators, representatives and successors).
2. Ms. Faye D’Souza Daughter of Mr. Jerry D’Souza residing at 64, Fourth Floor,
Block C, Lodhi colony, New Delhi herein referred to as the Second party (unless
repugnant to the context would mean and include legal heirs, administrators,
representatives, successors and executors).
3. Mr. Kanan Gopinathan son of Mr. Prashant Gopinathan Residing at 75 Block E,
Malviya Nagar, New Delhi hereinafter referred to as the Third Party (unless
repugnant to the context would mean and include legal heirs, executors,
administrators, representatives and successors).

Recitals

Whereas the respective parties are desirous to join hand as partner in the business of
Tyre manufacturing in partnership and mutually decided to reduce in writing the
terms and conditions of the partnership.

NOW THIS DEED OF PARTNERSHIP WITTNESSETH AS UNDER

A. That the name of the partnership shall be carried in the name and style of Ms.
Scylla private limited
.
B. That the Partnership shall be deemed to commence from 20th April, 2020 and
continue unless determined by the partners.
C. That the Partnership shall commence its businesses from New Delhi
headquarters or from any other place determined by the partners.

D. That the partners in the partnership shall contribute the capital amount equally
and such shall be applicable for the further funds required for the purpose of
partnership business which are mutually agreed upon by the partners from
time to time.

E. That the profit shall be divided between partners equally irrespective of capital
investment, profit and losses (including losses of Capital nature).

F. That the partners shall be entitled to draw out of the partnership business to the
extend of Rs. 2,00,000/- (Rupees Two Lakhs only) per year such shall be
accounted for and in case of excess drawing, such amount shall be refunded to
the partnership business including the interest of 12% (Twelve Percent) per
annum.

G. That account of the firm shall close on 31st March, 1993 and therein after on
31st March, every year.

H. That a new Partner may be introduced, if all partners agree, into the business
of the Partnership on such terms and conditions as may be mutually agreed
between the Parties to this deed and the new partner.

I. In the event of death of a partner or retirement of partner, the Partnership shall

continue with the nominee/ legal heir of such Partner, joining the firm.
or the remaining partner or partners shall have the option, by giving a notice in
writing to the retiring partner or to the legal representatives of the deceased
partner, as the case may be, within a period of 45 days after the retirement or
death, to purchase the share of the other partners, at the date of his retirement
or death, in the capital and assets of the partnership. If, however, the option to
purchase share of the retiring or deceased partner is not exercised as aforesaid
the partnership shall be wound up and the assets distributed as per the
provisions of the Indian Partnership Act, 1932.
 J. That the Partnership is at will and may be dissolved at any time mutually or by
giving one month notice in writing by the outgoing party to the others. That in
the case of dissolution of the firm the net realization on the sale of assets shall
be distributed amongst the Parties equally after meeting the liabilities of the
firm.

K. Except as aforesaid, the Partnership shall further abide by the provisions of the
Indian Partnership Act, 1932.

IN WITNESS WHEREOF the parties have put their hands to these presents on 18 th day
April month and 2020 year.

First Party

Second Party

Third Party
WITNESSES

1. Mr. Gautam Bhatia

S/o Mr. Praful Bhatia

R/o 23, Block A, Shanti Marg, New Delhi

2. Mr. Sudhir Chaudhary

S/o Mr. Narendra Chaudhary

R/o 54, Block E, Lajpat Nagar, New Delhi