Fianza BD - Partnership Deed

PARTNERSHIP DEED
THIS DEED OF PARTNERSHIP is made on this the day of January

15,2021
AMONG
Nafiz Mahmood, Father: Mainuddin Ahmed, Mother: Shamima Ahmed, Nid:

9196201102263, Mobile: 01781628973, Address: Flat#5b, House #676/A, Road#13, Baitul
Aman Housing Society, Adabor, Dhaka; Nominee: Rhyma Karim, Nominee NID:
8246202660.
..…… FIRST PARTY
AND
Mustaquim Farooqui, Father: Sajjad Farooqui, Mother: Zakiya Akhter,
NID:19892690243812093; Mobile:01711771453, Adress: H-79, R-06, Block-B, Mansurabad
R /A, Adabar, Dhaka-1207. Nominee: Maliha Fairuz Mima, Nominee NID: 7358077423.
....…..SECOND PARTY
AND
Md. Saiful Islam ACS, son of Md. Nurul Islam Majumder & Zabun Nahar, of Permanent
Address: Village: Vatichinaiya, P.O: Atomor, P.S: Kachua, District: Chandpur; Present
Address: House #24/3, Flat#2A, Mitaly Road, Jigatola, Dhamondi, Dhaka-1209, by
profession banker, by faith Muslim, by nationality Bangladeshi by birth, NID No-
198826918086164, hereinafter called the Director as well as the
AND
................. THIRD PARTY
AND
........ FOURTH PARTY
AND
…….FIFTH PARTY
AND
……SIXTH PARTY
AND
……SEVENTH PARTY
AND
…….EIGHTH PARTY
AND
…….NINETH PARTY
AND
…….TENTH PARTY
AND
…….ELEVENTH PARTY
AND
…….TWELVETH PARTY
AND
……. THIRTEENTH PARTY

WHEREBY it is agreed as follows:
1. Definitions:
In construing of these agreement unless there shall be something repugnant in subject or
context inconsistent with there:-
a. “Act” means the Partnership Act,1932.
b. “Firms/Partnership Firms” means Fianza BD
c. “Office” means the registered or not or temporally Shawon Tower, Level # 6, Suite #
B, 2/C of Purana Paltan, Dhaka-1000.
d. “Year” means the calendar year as followed by the government
e. “Chairman” means the director who will be designated by Board as the time being.
f. “Board” means and includes the body of all the partners/parties of this deed.
g. “Director” means every individual Partner.
h. “Managing Director” means the director who will be designated by Board as the time
being.
i. “Share holders” means the legal owner of the share name where of being appeared
as Chairman/Managing Director/Directors/Partners in this deed or by resolution
added as shareholders.
2. Partnership and its continuity

That the partnership deed is made in fourteen (14) sets (one original and thirteen
duplicates) to remain one with each partners and remaining original copy will be kept as
firms’ official document or to serve registration purpose. The Partnership shall begin on
undersigned date and shall continue until terminated by the resolution supported by
3/4th Majority of the Board Members. That the firm is a Partnership firm within the
meaning of the Partnership Act, 1932 and that the parties shall become and be partners
under the firm name of Fianza BD as from the July 01, 2020.
Accordingly, the following shall apply: -

a) No invitation of shares shall be issued to any outsiders for purchasing any shares;
b) The number of members of this firms shall be restricted to the under signers or till
by amendment or unique decisions or of special resolution make any change therefore,
c) The right to transfer shares of the company is restricted in the manner and to the
extent hereinafter provided.
3. Objectives of the Partnership

The objectives for which the partnership is established are as following provided that
permission /approval/license from the government or its appropriate agency and the
concerned local government authority shall be obtained wherever it is so required by
law, rules, or regulations:
a) To carry on the business as traders, suppliers of products and commodities and

material in any form or shape manufactured, semi-manufactured, raw materials
or supplied by any company, firm, association of persons, body, whether
incorporated or not, individuals, government, semi-government or any local
authority, as permissible under law;
b) To carry on business of wholesalers, indenting agents and manufacturer’s

representatives, sales representatives either on commission or on commission
and profit sharing basis of all kinds of goods and materials, as permissible under
law;
c) To receive goods on consignment, from any company, firm, association of

persons, body, individuals, government, semi-government or any local authority
and sell the same as agents or as principal;
d) To establish, purchase, take on lease or otherwise acquire and run shops,
showrooms, online page, trading outlets, distributing centers or depots at any
place in Bangladesh and/or abroad;
e) To act as dealer, trader, buyer, seller, importer, exporter, commission agent,

distributor, supplier, broker, mercantile agent, shipping, clearing, forwarding and
indenting agent, advertising agent, advisor, consultant, engineer, contractor,
representative of commercials, industrial, agricultural and manufacturing
concern;
f) To carry on the business as, buyer, seller, importer, exporter and dealer in
plants, machinery, tools, equipment’s of all and every kinds and description and
to acquire or let on hire such things or repair or renovate the same and to put
the same to any lawful operation;
g) To carry on the business of online trading of all commodities, raw materials,

consumables, machinery, equipment, apparatuses and computers, subject to
permission or registration wherever required under the law;
h) To carry on the business of general order suppliers including Government, Semi

Government Agencies, Armed Forces and to act as commission agents, indenters
traders, general merchant, wholesalers, retailers, dealers, distributors, stockiest
in any goods or products or within the scope of the object of the Company and
subject to any permission required under the law;
i) To apply for tender, offer, accept purchase or otherwise acquire any contracts
and concessions for or in relation to the projection, execution, carrying out
improvements management administration of control of works and conveniences
and undertake, execute, carry out dispose of or otherwise turn to account the
same.
j) To carry on business and to Act as export, import, manufacturing, distribution,
marketing agents, commission agents, shipping agents clearing and forwarding
agents (C&F), representatives, distributors, stockiest and sales of any product or
services of Bangladeshi Company or of any Foreign Company in Bangladesh or
elsewhere.
4. Location or Address of the Business

The temporary principal office of the business firm shall be in House #24/3, Flat#2A,
Mitaly Road, Jigatola, Dhamondi, Dhaka-1209. It will be changed in time to time or be
fixed when the Board of Directors thinks fit.
5. Capital of the Partnership

The capital of the partnership shall be the sum of Taka 1,30,000 (Taka One Lac Thirty
thousand only) (Tk.10,000 each), or such other sum as the partners mutually agreed
upon afterwards, moreover, the Partners has absolute rights to increase, reduce their
capital amount, time to time by decision of the Board for the betterment of the firms and
shareholders own interest.
The Partners shall not be entitled to any interest on initial capital or any capitals which
included subsequently unless, a special resolution have been passed to give such rights
to the partners. But if any partner or partners give loan to the firm then the issue of
interest will depend on the negotiations or on loan agreement of that partner or partners
with other shareholders.
6. Board of Directors
Individuals who have come forward aiming to organize a group intending to perform
business in line with honesty, modesty, and practicing muslims; called as promoter as
well as sponsor director. The Board be formed with the following individuals:
a) Mr. X
b) Mr. X
c) Mr. X
d) Mr. X
e) Mr. X
f) Mr. X
g) Mr. X
h) Mr. X
i) Mr. X
j) Mr. X
k) Mr. X
l) Mr. X
m) Mr. X
7. Responsibilities of the Directors:

Responsibilities:
a. To act in the utmost good faith to the partnership and the other partners.
b. Not to make a personal profit from the trust placed in them.
c. Not to place themselves in a position where their own interests conflict with their
duty.
d. To account to the partnership for any benefit derived without consent of the other
partners, from any transaction which involves the partnership or any use by the
partner of the partnership property, name or business connection.
e. To account for and pay to the firm any profits made in any business which
competes with the business of the partnership, without consent of the
partnership.
f. To render true and accurate accounts and full information of all matters relevant
to the partnership, to the other partners or their representatives.
g. Not to place themselves in a situation where their and/or another’s interest would
or may conflict with duties owed to the partnership or the other partners.
h. To appoint Managing Director, Manager, Officer, support staff, vendors when and
where it deems fit. The managers, officers, staffs and all direct and indirect
workers will be appointed, dismissed or lay-off by the authorized partner or
partners who are being directed as managing directors.
i. Overseeing the conduct of the Partnership’s business to evaluate whether the

business is being properly managed
j. Reviewing and approving the Partnership’s major financial objectives, plans and
actions
k. Assessing major risk factors relating to the Partnership and its performance, and
reviewing measures to address and mitigate such risks
8. Rights of the Directors:

a) The partners shall have equal rights to give their opinion regarding any matters
in the Board meeting of the firms, though, the chairman and the managing
director will take final decision but the managing director and the partners who
are authorized for the management of the partnership shall not sign any deed
regarding any assets, liabilities or capital maters without consent of other
partners by special meeting. If any partner or partners signs any deed or make
any contract regarding assets, liabilities or capitals contrary to this provision or
any provisions of this partnership deed then he/she will be personally liable for
that transaction except contrary decisions taken by all remaining partners.
b) The partner, or partners shall have the rights to withdraw, sale, transfer any part
of his share or whole shares to any undersigned partners, but in case if any
partner or partners wish to sale or transfer whole or any part of his/her shares to
any outsiders then the shareholder or the shareholders must take prior written
permission from the remaining undersigned partners. The partners shall have
right to withdraw any amount by the prior written decision of the board.
c) The partners shall have rights to examine all trade transactions, transactions with
buyers, debtors, creditors, moreover they have rights to examine accounts and
make any quarry relating with the pecuniary transactions of the firms.
d) Generally, no shareholder shall be entitled to receive any salary, wages or any

reward from this firm, provided that if all shareholders by special resolution
decided to give salary, premium, reward or whatever that’s name may be to any
partner or partners, in addition to his/her profits/loss, that would be possible if
not inconsistent with any provisions of this deed.
e) As this Partnership firms is a limited natures firm, That’s why if by any

cause/reasons the firm face loss or unnatural damage in that circumstances, all
partners shall be personally liable to bear that in proportionate to his/her shares.
The partners shall distribute the profit and bear the losses among them in
accordance with their shares.
f) In the event of the death of any party, the reaming partners/parties will decide
about continuity of that portion of partnership by unique decision/resolution,
whether the deceased representative will be included as shareholder or just
competent to inherit ate just that proportionate of shares (deceased). The
partners of this firm shall within first fiscal year will submit the list of legal
representatives with alternatives of their shares. The partners shall by special
meeting will decide about selection of their representatives with considering firms
and their unique interests.
g) Bankruptcy of any member will be considered as disqualification to carry on

his/her membership in this firms, that’s why he/she shall retire by sale or
exchange his/her proportionate share to the remaining members or as the
provisions mentioned in any other parts of this deed.
h) Immediately after each day of 30th June in every year, the Partners shall take an
account and valuation of the effects, credits and liabilities of the partnership,
such account and valuation shall after mutual examination be drawn up in
duplicate and signed by the partners, who shall be final and binding as between
the partners. The profits and losses as the case may be divided as aforesaid after
the signing of such accounts.
i) That if any of the partners’ desires to retire from his share of the firm he will
serve 60 days’ notice to the other partners to purchase his portion partially or
wholly at the reasonable market price including its good will. If the other partner
fails to quote reasonable price or do not agree to purchase at reasonable market
price of the offered share of the partner desires to retire in that case the share of
the partner want to retire can be offered to any outsiders to purchase at actual
market price.
j) That the authorized partner empowered to sign or apply for membership of any
trade association for any license or, licenses to subscribe telephone, fax, firms
TIN identification on behalf of the firm as and when be required.
9. Chairman and Managing Director

Initially there will be no Chairman and Managing Director for the Company to lead and to
take critical decision rather decisions will be take upon consensus of the Directors of the
partnership.
a) Chairman
I. Considering the business stability and functional crisis, the Board may elect a
Chairman and appoint a Managing Director for the betterment of the
Partnership. This election and appointment will have to have at least 3/4 th
Majority vote from the Directors.
II. The Chairman will be elected for One year from the date of election and he
will continue his office until or unless the term becomes expired. The Board
may change its Chairman with 3/4 th Majority of vote in a special meeting if
and only if-
 He is or at any time has been convicted of an offence involving moral

turpitude; or
 He is or at any time has been adjudicated insolvent; or
 He is found a lunatic or becomes of unsound mind; or
 He is committed fraud continued to trade when the company was
insolvent or
 Allowed a company to continue trading which cannot pay its debts or
 He is a minor.
III. Responsibilities:
 Providing leadership to the board
 Taking responsibility for the board’s composition and development
 Ensuring proper information for the board
 Planning and conducting board meetings effectively
 Getting all directors involved in the board’s work
 Ensuring the board focuses on its key tasks
 Engaging the board in assessing and improving its performance
 Overseeing the induction and development of directors
 Supporting the chief executive/MD
b) Managing Director
The Board may appoint the Managing Director among the directors of the Partnership
aiming to operate the partnership business. The Managing Director will be appointed
for one year from the date of appointment and he will continue his office until or
unless the term becomes expired. The Board may change its Managing Director
with 3/4th Majority of vote in a special meeting if and only if-
 He is or at any time has been convicted of an offence involving moral
turpitude; or
 He is or at any time has been adjudicated insolvent; or
 He is found a lunatic or becomes of unsound mind; or
 He is committed fraud continued to trade when the company was
insolvent or
 Allowed a company to continue trading which cannot pay its debts or
 He is a minor.
Responsibilities
 Developing and executing business strategies to achieve short and long-
term goals.
 Reporting to the board, providing market insights and strategic advice.
 Developing and implementing business plans to improve cost-efficiency.
 Maintaining positive and trust-based relations with business partners,
shareholders, and authorities.
 Overseeing the company's business operations, financial performance,
investments, and ventures.
 Supervising, guiding, and delegating executives in their duties.
 Ensuring company policies and legal guidelines are clearly communicated.
 Assessing, managing, and resolving problematic developments and
situations.
 Building and enhancing the company's public profile at events, speaking
engagements, etc.
 Maintaining Bank accounts, payments, receivables under direct
supervision and authorization.
 Appointing officials or other staffs based on the company’s requirements
subject to have pre or post concern of the Board.
10.Committees of the Business

The Board may time to time form different committees for its business aiming to ensure
efficient performance in business and building relations with stakeholders, division of
labor, skill utilization, and overall transparency. The Committee may be in action at the
initial phase upon confirmation of the Board:
 Executive Committee
 Sales and Marketing Committee
 Supply Chain Committee
 Admin and Finance
 Audit Committee
11. Bank Account

This Partnership firm shall maintain an individual account on behalf of all partners and
the partners should be notified about the account status through time to time formal
notifications and with a fixed signatory authority by two partners decided by the board
to maintain the bank account and this could be changed by the decision of board time to
time.
The partnership accounts of the firm shall be maintained at the principal office of the
partnership, and each partner shall at all times have access thereto. The books shall be
kept on a fiscal year basis, and shall be closed and balanced at the end of each fiscal
year. An audit shall be made as of the closing date or as the unique resolutions of the
partners.
The financial transaction, current deposit account/accounts will be opened with any
scheduled bank/banks as mutually agreed upon by all partner, which will be opened with
signatures of two authorized partners (at least) as per board decision. The financial
transactions, issuing cheque, promissory notes, bill of exchange or any other negotiable
instruments will be signed by at least two authorized partners’ signatures thereof.
12.Subsidiary of Fianza BD
The Board of Directors may introduce new subsidiary business under the same umbrella
of Fianza Finance. It may consist of any kind of business that the Board thinks fit legally.
The Board may centralize the operation or bring out the subsidiary as independent.
Investment in subsidiary and operational decision will be subject to approval of Board of
Fianza BD.
13.Amendment of the Deed:

That any part of this whole partnership deed partially or wholly can be deleted or altered
or, changed or modified or amended of any clause/clauses or can be added or, inserted
with this deed as agreed upon by all the partners which will be treated as an integral
part of the original partnership deed.
14.Dispute Resolution:
If at any time any dispute , doubt or question shall arise among the partners or their
representatives either on the construction of their presents or respecting the accounts of
transaction, profits or losses of the business or otherwise in relation to the partnership
then every such disputes ,doubt or question shall be referred to Arbitrators chosen by
each of the partners and the representatives of their umpire to be approximated in the
manner provided by law and such references shall in all respects , as to the mode and
consequences , thereof confirm to the provisions in that be half contained in the
Arbitration Act 1940 or any statutory modification thereof.
SL. Identification of the Directors Signature Photo with signature of

identifier
1. Name:
Father:
Mother:
NID:
Mobile:
TIN (If Any)
2. Name:
Father:
Mother:
NID:
Mobile:
TIN (If Any)
3. Name:
Father:
Mother:
NID:
Mobile:
TIN (If Any)
4. Name:
Father:
Mother:
NID:
Mobile:
TIN (If Any)
5. Name:
Father:
Mother:
NID:
Mobile:
TIN (If Any)
6.
7.
8.
9.
10.
11.
12.
13.
SL Detail of the Witness Signature

1. Name
Father Name
Mother Name
Address:
Mobile:
2.
3.
4.

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PARTNERSHIP DEED

THIS DEED OF PARTNERSHIP is made on this the day of January

Nafiz Mahmood, Father: Mainuddin Ahmed, Mother: Shamima Ahmed, Nid:

..…… FIRST PARTY

……. THIRTEENTH PARTY

a. “Act” means the Partnership Act,1932.

b. “Firms/Partnership Firms” means Fianza BD

d. “Year” means the calendar year as followed by the government

g. “Director” means every individual Partner.

2. Partnership and its continuity

Accordingly, the following shall apply: -

3. Objectives of the Partnership

a) To carry on the business as traders, suppliers of products and commodities and

b) To carry on business of wholesalers, indenting agents and manufacturer’s

c) To receive goods on consignment, from any company, firm, association of

e) To act as dealer, trader, buyer, seller, importer, exporter, commission agent,

g) To carry on the business of online trading of all commodities, raw materials,

h) To carry on the business of general order suppliers including Government, Semi

4. Location or Address of the Business

5. Capital of the Partnership

7. Responsibilities of the Directors:

b. Not to make a personal profit from the trust placed in them.

i. Overseeing the conduct of the Partnership’s business to evaluate whether the

8. Rights of the Directors:

d) Generally, no shareholder shall be entitled to receive any salary, wages or any

e) As this Partnership firms is a limited natures firm, That’s why if by any

g) Bankruptcy of any member will be considered as disqualification to carry on

9. Chairman and Managing Director

 He is or at any time has been convicted of an offence involving moral

10.Committees of the Business

11. Bank Account

13.Amendment of the Deed:

SL. Identification of the Directors Signature Photo with signature of

SL Detail of the Witness Signature

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