DEED OF PARTNERSHIP

OF
MAA KAMADHENU ENTERPRISE

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 THIS DEED OF PARTNERHSIP IS MADE ON

THIS THE ________DAY OF _____________2022

BETWEEN
SMT. UPASNA AGARWAL, W/O Shri Vishal Agarwal, Hindu by religion, Business by
occupation , residing at 1st floor Dhiwal villa, Millanpally, Siliguri Dist
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Darjeelinghereinafter called the “FIRST PARTY” (which term and expression shall
mean and include under excluded by or repugnant to the context his,
administrators, sucessors, representatives and assigns ) of the FIRST PART.

AND

Mr. Chandan Kumar Prasad, S/O Ramnaandan Prasad, Hindu by religion, Business
by occupation , residing at Pokaijote ICE factory Champasari Dist Darjeeling
734003 hereinafter called the “SECOND PARTY” (which term and expression shall
mean and include unless excluded by or repugnant to the context his heirs,
administrators, sucessors, representatives and assigns) of the SECOND PART.

WHEREAS the parties hereto have agreed to carry on the business of all
kind of consultancy works or other kind of business in mutual
partnership under the trade name of ”MAA KAMADHENU
ENTERPRISE”
AND

WHEREAS the aforesaid Parties have entered into this Partnership with effect
from the date of this Deed and shall carry on business of FMCG Distribution and
other allied business under the name and style as aforesaid.

AND

WHEREAS the aforesaid Parties have expressed their desire to reduce the terms
of their Partnership in writing to avoid future disputes and differences.

NOW THIS DEED OF PARTNERSHIP WITNESSETH AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES :- the aforesaid parties mutually with one another
covenanted and agreed to become partners and have become partners of the
said business upon and subject to the terms and conditions and stipulation
expressed in following articles :-

1. NAME OF THE FIRM:

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The name and style of the firm shall be ”MAA KAMADHENU
ENTERPRISE”
2.BUSINESS OF FIRM :

That the Partnership business shall be that of FMCG Distribution and or such
other line of business as the parties may agree from time to time.

3.DATE OF COMMENCEMENT:

The date of commencement of the firm with its aforesaid business deemed to
have commenced w.e.f the date of this indenture.

4.CAPITAL :

That initially the capital of the Firm shall be sums or funds recorded in the
books of accounts of the Firm as and when introduced in the respective names
of the Partners only through bank transaction. That further capital shall be
contributed by the partners according to their capacity as and when necessary
for carrying on the business.

5. LOAN

Loan for the firm / business may be raised from any Bank or Financial
Institution on reasonable terms and conditions and on reasonable interest and
the partner / parties shall be entitled to take such loan , provided, if it is
mutually agreed upon by themselves and the partners / parties shall be jointly
along with the first due payment of such loans and the partners / parties are
also entitled to execute any Deed of Agreement or documents for this
purpose.

6.INTEREST ON CAPITAL:

That the partners shall be entitled to interest @ 18% Per Annum or as

prescribed by the Income Tax Act, on their capital contribution. Such interest

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 shall be calculated and credited to the capital accounts of each partner at the
close of the accounting year.

However, in case of loss or in-adequate income, rate of interest can be “NIL”

or lower than 18% as may be agreed upon and mutually decided by the
partners.

7. SHARE OF PROFIT :

The profit and losses of the partnership firm / business shall be distributed
amongst the partners as under.

First Party : 50%

Second Party : 50%

Any of the partners if desires may wave his interest

8. DRAWINGS BY PARTNERS :

That each partner may draw money for personal expenses, which shall be
debited to their respective Capital Accounts/ Drawing Accounts/ Current
Accounts as the case may be . Interest on such Drawings shall be charged at
the same rate as will be given to the partners in the relevant year on their
Capital.

9.MANAGEMENT:

That all the partner are working partners, and shall devote their time and
attention in the conduct of affairs of the business of the partnership firm and
shall be entitled to get remuneration/ salary at the end of each year, in the
following manner :-

 On the First three lakh of the Profit or In case of Loss:

150000 or 90 % of profit which ever is more
 On balance profit:60% of the profit

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 Provided that the amount of remuneration so arrived at shall be paid to the
aforesaid working partners in their profit & loss sharing ratio.

( It has agreed by and among the partners that the term “Book Profit “shall
have the same meaning as it has been defined in the Income Tax Act,1961)

10. OFFICE / SHOP PREMISES:-

That all rents for the firm & space / premises for business shall be of the firm.

11. OTHER EXPENSES IF ANY :

That all type of expense and taxes, feed, electric expenses, telephone
expenses, freight, fooding, labour, staff etc in respect of business or firm and
premises or to its customers shall also be borne by the firm.

12.ACCOUNTING YEAR OF ACCOUNTS:

i) The accounting year of the partnership Firm/ business shall be followed as

English Financial Year, i.e., starting from the 1 st April and ending with the 31st
March of the succeeding year.

ii) The firm shall maintained proper books of accounts and document,
securities, vouchers etc. and shall be kept in the principal office of the firm and
shall be open for inspection by partners/ parties or their duly authorized
agent.

13. BANK ACCOUNTS AND OPERATION:

i) That the Bank Account / Accounts is it the name of the firm be opened in any
Nationalize Bank or private Bank or Banks at Siliguri, or place or places as the
partners/ party may From time to time mutually agree upon.

ii) The Bank Account / Accounts shall be operated by any of the partners
individually and all cheques and other negotiable instruments on partnership
account shall be signed by any one of the partners individually.
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14.ADMISSION OF NEW PARTNER / PARTNERS:

Any person may be admitted into the partnership as may by agreed and
consented by all the existing partners of the firm hereto. On admission of
partnership shall be reconstituted and the terms of such reconstituted
partnership have to be made in writing.

15.RETIREMENT:

THAT if any partner is willing to retire from the firm, he may do so by giving
one month’s notice in writing to the other partner and event the remaining
partner shall be entitled to carry on the business of the firm in such manner
as he likes.

16.DEATH:
On the death of any partner during the continuance of the present
partnership, the surving partner shall be entitled to continue the business of
the firm in partnership by admitting the heir or heirs or legal representatives
of the deceased partner, as a partner.

In case, the legal heir/s or representative/s is/are not willing, the surviving
partner shall be entitled to carry on the business of the firm, by
reconstituting the same in any manner he/she likes.

17. DISSOLUTION:
The partnership is at WILL and it may be dissolved by a party giving one
month’s clear notice to the other party. That the Partnership shall be
dissolved, but the business shall be carried on under the same name and
style by the takeover partner.

18.ARBITRATION:
That all the disputes and dis-agreement between the partners regarding any
of the clause herein the General affairs of the business of the firm shall be
dissolved, but the business of the firm shall be settled in arbitration

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 according to provisions of the Indian Arbitration Act 1940 or any statutory
modification thereof.

19. AMENDMENTS OF DEED OF PARTNERSHIP:

Any of the terms and conditions of this partnership deed may be varied
altered, amend, or substituted or added to the mutual consent of the
partners / parties in writing.

20. MISCELLANEOUS:
I. To carry on the partnership business and to do and execute all acts and
deeds on behalf of the Firm.
II. Staffs, and employees shall be appointed, dismissed or terminated by
mutual consent of the partners / parties.
III. That no partner shall without the consent of the other partners in writing,
assign, sell or mortgage or otherwise part with his/ her share or interest in
the property or business of the partnership Firm or knowingly or
intentionally act, commit, or permit any act whereby the partnership
business is dislocated or disturbed, to the detriment of the other
partner(s)/ Firm.
IV. To appoint any lawyer / Legal adviser or any power execute by mutual
consent of the Partners.
V. All the partners / parties shall faithfully , sincerely and diligently discharge
theirs duties And devote their sincere effort for the betterment of the
partnership firm / business and not to do any act hereby the partnership or
its valuable securities assets may be liable for any attachment , seizure or
confiscation in anyway.
VI. Any of the partners / parties may appear / present before Court of law or
before Income Tax or Sales Tax Authority or any other Government
authority if it is necessary for and On behalf of the firm and to sigh /
execute any documents / papers as may be necessary from time to time.
VII. To apply for all kinds of License and to secure them and also to apply for
quota, rights and for the purpose to appear before authorities appointed
for the same and to sign all papers in this connection.
VIII. That it shall be the duty of every partner to pay his/ her separate debts
punctually so that the Firm may not suffer attachments, seizure or sale of
the Partnership property. All the partners shall indemnify the other

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 partners for any loss or damage caused to the partnership Firm by his/her
willful neglect or conduct.
IX. That the Partnership shall be governed by the provisions of the INDIAN
PARTNERSHIP ACT, 1932 as it stands amended, revised or altered from time
to time always subject to and in keeping in consistency with the terms and
conditions hereinbefore stipulated.
X. To act on behalf of the Firm in all matters relating to the affairs of the Firm
generally.

IN WITNESS WHEREOF ALL THE PARTIES IN GOOD HEALTH AND

CONSCIOSUS MIND HAVE PUT THEIR RESPECTIVE SIGNATURES ON THIS
DEED OF PARTNERSHIP ON THE DAY , MONTH AND YEAR FIRST ABOVE
WRITTEN.

WITNESSES:

1. ____________________________
SIGNATURE OF FIRST PARTY

2. _______________________________

SIGNATURE OF SECOND PARTY

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