THIS DEED OF PARTNERSHIP, EXECUTED IN THE CITY OF MUVATTUPUZHA,

ON THE 7TH DAY OF JULY 2021 BY AND BETWEEN

 
1. RAHUL A R, holder of PAN: CKTPR9357J, aged 22 years, S/o Sri
RADHAKRISHNAN A R, residing at AZHAKATHUPRAMBIL,
KAILASANADU P O, MYLADUMPARA, UDUMBANCHOLA,
NEDUMKANDAM, IDUKKI, KERALA – 685553(hereinafter referred to as the
Party of the First Part)

 
2. ANISHA V GEO, holder of PAN: BTHPG4499Q, aged 39 years, W/o Sri
SHAJU THOMAS, residing at KARAKUNNEL, KALLOORKAD P O,
KALLOORKAD, ERNAKULAM, KERALA - 686668(hereinafter referred to as
the Party of the Second Part)
 

1.  RAHUL A R 2. ANISHA V GEO

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WHEREAS THE PARTIES HERETO have hereby formed themselves into a partnership
to carry on the business under the name and style of “M/s ZIVET SCHOOL OF
COMMERCE”
 
NOW THEREFORE THIS DEED OF PARTNERSHIP WITNESSES THAT the parties
hereto shall become partners in the said business upon the following terms and
conditions:
 
1. That the partnership hereby constituted will commence on the 7th day of July 2021.
 
2. That the partnership business shall be carried on in the name and style of 
“M/s ZIVET SCHOOL OF COMMERCE”
 
3. That the Capital of the Partnership firm shall be brought in by the parties hereto in
the manner and to the extent decided by them mutually according to the needs of
the business as and when required and shall be the balance standing to the credit
from time to time, unless otherwise decided by the partners.
 
4. That the Registered Office of the Partnership shall be at Union Building,
N0-II/139, Kalloorkad P O, Muvattupuzha, Ernakulum, Kerala-686668. The
firm may open branch or branches in such other place or places as decided by the
Partners from time to time. The partners are at liberty to change the principal place
of business as they may decide from time to time.
 
5. The Principal business of the Partnership shall be to Establish promote and run
educational institutes, Coaching & Study Centers for Imparting Management and
professional education in the various fields of Management, Commerce, Tourism,
Logistics, IT(Information Technology) and Other relevant subject and language
studies by conducting regular, part-time, weekend classes/Interactive sessions and
provide Online coaching classes on various educational fields which include Computer
(IT) based courses, Other Job oriented courses which prevail on time to time and provide
Consultancy Services relevant for Higher education and career development, to carry on
Professional development programs by conducting seminars, conferences, discussions
etc. for working executives, self-employed persons, Professionals, students and also
promote satellite study centers/classes for disseminating all levels of Educational
promotional activities in India and Abroad However, the Firm may diversify its
business in future by including activities which can be advantageously combined
with the above stated objective.
 
6. That the duration of the partnership shall be one “AT WILL”.
 
7. That the initial capital of the firm will be INR 1,00,000/- (Rupees One Lakhs
Only) which comprises of the following:
       
Description % Amount (Rs.)
          
       Party of the First Part 50 50,000
  
Party of the Second Part 50 50,000
  Total 100 1,00,000
1.  R
AHUL A R 2.ANISHA V GEO
                                    
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 8. That further capital of the partnership firm shall be brought in by the parties hereto
in the manner and to the extent decided by them mutually according to the needs
of the business. The firm may obtain loans and deposits to meet the requirements
of the business.
 
9. That the parties to the agreement shall devote their best attention and endeavour to
promote the success of the partnership. They should be true and faithful to each
other in all dealings for and on behalf of the firm and any act done by any partner
in good faith and purported to be done for and on behalf of the firm shall be
binding on the other partners and no partner shall do any act which shall prejudice
the interests of the partnership as a whole.
 
10. The firm may open, operate, and close one or more accounts in any of the banks
which shall be operated by partners jointly. These accounts shall always be
operated for and on behalf of the firm by the partners.
 
11.  That partners shall not  transfer  their shares to outsiders
and  that  such  transactions shall, if  necessary, be restricted to the partners
among themselves or their legal heirs.
 
12. That each partner shall pay his separate and private debts relating to his separate
business(es) and other private debts and shall indemnify the other partners and the
partnership assets against all proceedings, claims or demand in respect thereof. 
 
13.  That none of the partners, without the written consent of the other partner(s) shall:
 
a. Assign, mortgage, or charge his share in the assets of the firm.
 
b. Lend money belonging to the firm or give credit to or have any dealings on
behalf of the partnership with any person, whom the other partner or
partners shall have previously forbidden to trust or deal with.
 
c. Except in the ordinary course of business, dispose of by pledge, sale or
otherwise, any partnership property or profits.
 
d. Compound or relinquish or discharge any debt which shall be due or owing
to the partnership without receiving the full amount.
 
14. That all the partners shall be working partners. The overall management of the
firm shall be carried out by all the parties mutually.
 
15. All important matters like admission of new partners, opening of branches
or raising of loans, expansion of business etc. shall be decided and carried out
only by the mutual consent of all the partners. This however does not apply to the
usual practice transactions, as agreed.

1.  RAHUL A R 2.ANISHA V GEO

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16. That all the parties shall have full authority in their individual capacity to apply
or   sign papers and appear before government authorities like Income Tax and
other departments for official formalities and to represent the firm in all civil or
revenue proceedings by or against the firm and the power includes execution of
necessary documents for securing loans and advances.
 
17. It is further agreed amongst the partners that all the partners shall:
 
a. devote their time and attention to the business as may be required according
to the exigencies of work.
 
b. carry on the business of the firm to the greatest common advantage.
 
c. be responsible to pay Income Tax on their individual share of profit.
 
d.  be just and faithful to each other and shall render true accounts and
full information of all things affecting the firm to the other partners
or his/her legal representative.

e. pay his / her separate and private debts and indemnify the other partners

or partnership assets against all proceedings, claims or
demands in respect thereof.
 
18. None of the partners without the consent of the other partners, in writing shall:
 
a. Submit any dispute relating to the business of the firm to arbitration.
 
b. Open a bank account on behalf of the firm in their own name.
 
c. Compromise or relinquish any claim or portion of the claim by the Firm.
 
d. Withdraw a suit or proceeding filed on behalf of the firm.
 
e. Admit any liability in a suit or proceeding against the firm.
 
f. Acquire or dispose of immovable property on behalf of the firm.
 
g. Enter into partnership on behalf of the firm.
 
19. That nothing contained herein shall preclude any of the parties from carrying on
any separate business independently or jointly with others and income arising out
of such business shall be deemed to be the separate income of the party concerned
and such income shall not be included in, incorporated, or treated as part of the
income of the partnership firm.
 
20. No partner shall be entitled to file a suit seeking dissolution of the firm. However,
the firm can be dissolved only with the mutual consent of all the partners.

1.  RAHUL A R 2. ANISHA V GEO

 

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21. a) All the partners shall be equally entitled to draw remuneration from the Firm,
in consideration of his/her devoting time and attention to the business of the
Partnership Firm, to be determined in accordance with the method stipulated in the
Income Tax Act, 1961, to that effect.

b) However, such remuneration shall not exceed the eligible remuneration as

computed under the provisions of section 40(b) of the Income Tax Act, 1961 as a
percentage of the book profits for each accounting year, as provided in Section 28
to 44D, without deducting the remuneration paid or payable to the partners for the
relevant year.

c) All the partners shall be entitled to draw a minimum remuneration in the

accounting year in which the Partnership Firm has made inadequate profits or
suffered losses based on the calculation referred to in (b) above.

d) The partners by mutual consent shall be entitled to increase reduce or waive the
above remuneration to other partner or partners. The parties hereto may
also agree to revise the mode of calculating the above remuneration and decide to
pay salary and grant the benefit of house rent allowance, rent free quarters, motor
car or conveyance, medical expenses, accident and/or life insurance, policy
premium, provident fund, gratuity, bonus, commission on gross receipts and/ or
other benefits to the above and/or other partner/ partners on a monthly basis, as
they may mutually agree upon.

e) All the partners will be entitled to a commission / bonus, as a % of the yearly

profit earned by the firm, which is to be determined upon the mutual consent of
the partners. However, that, the total of remuneration and commission/bonus, paid
to the working partner, shall not exceed the ceiling laid down in section 40(b) of
the Income Tax Act.
 
22.  That simple interest at the rate of 12 % p.a. or such lower/ higher rate as may be
prescribed under section 40(b)(iv) of the Income Tax Act, 1961 shall be payable
by the partnership firm on the amount standing to the credit of the capital and / or
current or Loan account of the partners. The partners shall be at liberty to increase,
reduce or waive the above rate of interest from time to time.
 
23.  The partners shall be entitled to modify the above terms relating to remuneration,
interest etc. payable to the partners by executing a supplementary deed and any
such deed, when executed, shall have effect, unless otherwise provided, from the
first day of the accounting period, in which the supplementary deed is executed
and the same shall form part of this deed of partnership.
 
24.   Licences, permits, contracts or agreements intended for carrying out the objects
for which the firm is constituted, either in the name of the individual parties to this
agreement or in the firm name, shall be deemed to be those of the firm and shall
bind the firm. Any transaction based on such licences, permits or contracts
undertaken in the name of the individual parties to this agreement or in the firm
name, shall belong to and be the responsibility and obligation of the firm and any
profits or losses arising from such transactions shall be that of the firm.
 1.  RAHUL A R 2.ANISHA V GEO

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25. That regular and proper account shall be maintained of all business transactions of
the firm and the accounts of the firm shall ordinarily be drawn on mercantile basis
once in each year i. e 31st. March and the books of accounts shall be kept at the
principal place of business of the firm. Each party hereto shall have access to such
books of accounts at all reasonable hours.
 
26. All the partners shall be entitled to withdraw any amount during the year from the
Partnership towards yearly remuneration, share of profit or out of their current,
loan or capital account from time to time as may be decided by the partners by
mutual consent.
 
27. Within six months from the end of each financial year,
a summary of the accounts shall be taken and a provisional P&L account and
balance sheet to be prepared showing the assets and liabilities of the firm and the
amount owing to each partner in respect of capital or profits/ losses. The books of
the Firm, as hereby constituted, shall be closed for the first time on 31st March
2022
 
28. The net profit or loss of the business after charging interest and remuneration
payable to the partners in accordance with this deed of partnership, if any, shall be
divided amongst the partners as under:
 
Description Profit(%) Loss(%)
Party of the First Part 50 50
Party of the Second Part 50 50

29. Any partner may retire from the partnership on giving three months’ notice in
writing to the other partner(s) on  his  own intention to do so and the partner
so  retiring shall be entitled to all the amounts  standing to his credit in the books
of accounts of the firm as on the date of his  retirement,  including his  share of
profits or losses up to that  date, as reduced by any money due by him to the
firm and, shall  be entitled to the respective  share on account of goodwill , if any ,
of the firm. On retirement of one of the partners, the goodwill of the partnership
together with the assets and liabilities, shall be valued by the partners mutually and
purchased and taken over by any one partner or all the continuing
partners   as may be mutually determined. The purchasing partners shall indemnify
the outgoing party from all the liabilities of the partnership and the outgoing
party shall execute all such deeds and documents and do all acts necessary
for   effectual vesting in the purchaser,
his/her share in the firm including that of goodwill.
 
30. If a partner intends to sever his connections with the firm, the amounts due, as
stated in clause (29) above, to the outgoing partner shall be paid to the said partner
or his legal representatives within one year or such extended period as may be
decided upon by the partners and simple interest, computed @ 12 % p.a. shall also
be paid on the dues.
 1.  RAHUL A R 2. ANISHA V
GEO
 

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31. On the death of a partner, the amounts due to him, including his share of profits or
losses and share of goodwill upto the date of his death, shall be a debt due by the
firm to the legal heirs of the deceased partner(s), payable with 12 % simple
interest.
 
32. Death of a partner shall not cause the dissolution of the firm. On the happening of
such event, the remaining partner(s) shall continue the business in such manner, as
they may deem fit and proper. The family of the deceased partner shall have the
right to nominate another person as partner with the same profit-sharing ratio as
that of the deceased partner and such nominee shall be admitted as partner and the
partnership will continue with such nominee and the other remaining partners.
 
33. If the partners desire to amend / alter any of the above said conditions of the
partnership deed, they may do so with mutual consent, by incorporating the
amended portion alone in a separate stamp paper as per The Indian Stamp Act then
in force and, such supplementary deed and this deed may be read together.
 
34. On termination of the partnership, the affairs thereof shall be wound up in
accordance with the Indian Partnership Act, 1932.
 
35. If any dispute arises between the partners, such disputes shall be referred in the
first instance to the board of arbitrators, constituted by one nominee of each party
to this deed. Further, the provisions of The Arbitration and Conciliation Act, 1996,
will apply. The unanimous decision of these adjudicators shall be wholly binding
and conclusive against this deed.
 
36. In all other aspects on which this deed does not contain any specific provision, the
provisions of the Indian Partnership Act, 1932 will apply.
 
IN WITNESS WHEREOF, the parties above mentioned have put their hands together to
this deed of Partnership today dated 7thday of July 2021, here in the city of
Muvattupuzha.

Signature of the Parties.

1.  RAHUL A R

2. ANISHA V GEO 

Witnesses.

1.
2.