DEED OF PARTNERSHIP

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DEED OF PRIVATE TRUST

THIS DEED OF TRUST is made at........ this........ day of........ between A of........ hereinafter
referred to as "the Settlor", of the One Part and (1)X, (2) Y and (3) Z all of......... Indian in-
habitants, hereinafter referred to as the Trustees' of the Other Part,

WHEREAS-

1. The Settlor is possessed of a sum of Rs......... (Rupees.........) and he desires to settle the
said amount on trusts hereinafter appearing for the benefit of his wife and children.

2. The Trustees have at the request of the Settlor agreed to act as the First Trustees of the
said Trusts and of these presents.

3. The Settlor has prior to the execution of these presents transferred the said amount to
the Trustees to be held by the Trustees on trusts and subject to the powers and other provi-
sions hereinafter contained.

1. NOW THIS DEED WITNESSETH that in consideration of the premises and in order to
effectuate the said desire of the Settlor and for diverse other good causes and considerations,
the Settlor doth hereby transfer and shall be deemed to have transferred unto the Turstees the
said sum of Rs........ To Have And To Hold the said sum (hereinafter mentioned as'the Trust
Fund') unto the Trustees to the use and upon the Trusts and with and subject to the powers,
provisions, agreements and declarations hereinafter declared and contained of and concerning
the same.

2. 2. The expression "Trust Fund" hereinafter appearing shall mean and shall be deemed to
Include the said amount ofRs,....... as well as all other sums, and any property, moveable and
immoveable that the Trustees may receive from the Settlor or any other person or hold, by
way of purchase or any other mode of transfer or grant or acquisition or by way of interest ac-
crued on Trust Fund and dividends, rents, or other income and other accumulations howso-
ever made and investments representing the Trust Fund for the time being and from time to
time.

3. 3. The Trustees shall invest the Trust Funds in any of the investments hereinafter men-
tioned and shall collect or receive the interest, dividends, rents, profits and other income ac-
cruing on such investments from time to time and out of such gross income the trustees shall
deduct the following expenses-

a. The costs, charges and expenses incurred for recovering or receiving such income from
the investments.

b. The wages and salaries of any employees engaged for managing the Trust Fund or prop-
erty.

c. If the Trust Fund is invested in an immoveable property or properties or the trustees


hold any such property then

i. the expenses by way of payment of taxes, cesses, as-


sessments,dues and duties payable to the Government or any local authority or public body in
respect thereof,
ii. the expenses for carrying usual tenantable repairs,
additions or alterations to such property and keeping it in good condition,

iii. the expenses of insurance premium on policies ob-


tained against any risk to such properties,

iv. fees payable to any architect, legal adviser or other


professional person in connection with such property,

v. all other costs, charges and expenses for the manage-


ment of the trust fund or property not specifically mentioned.

4. After deducting or setting apart the expenses mentioned in clause 3 above from the
gross income of the trusts fund the net income from the Trust Fund will be paid to........ the
wife of the settlor for being utilised for the maintenance and residence of herself and for the
maintenance, residence and education of the settlor's sons and unmarried daughters who are
minors viz........, On payment of such net income the trustees shall not be entitled or bound to
ask the said Mrs........for the account of the amount so paid.

5. On the death of the said Mrs......... or in the event of the said Mrs........ surviving the
settlor and thereafter remarrying, the income shall be utilised or spent by the Trustees for the
maintenance and education of the said children of the settlor until the youngest of them at -
tains majority. If the settlor is then alive the net income shall be given to him as their natural
guardian for the maintenance and education of his said children.

6. If the minors or any of them are looked after by any de facto guardian of the said
minors, after the death or remarriage of the said Mrs......... as aforesaid and the trustees are
satisfied about the bona fides of such guardian, the Trustees will be entitled to hand over the
net income to such guardian for the maintenance and education of the said minors provided
that the Trustees will do so only if such guardian agrees to render account of the moneys so
paid to him from time to time. If the Trustees are not satisfied with the bona fides of such de
facto guardian they should apply to the proper court for appointment of some fit and proper
person to be the legal guardian of the minors and on such appointment the trustees shall pay
the net income to such guardian (even if the de facto guardian is so appointed) for the main-
tenance and education of the said minors.

7. On the youngest of the said children attaining majority, the trustees shall hand over and
transfer the trust fund then existing to the said children as tenants in common in equal shares
provided that, if the Trust Fund then existing does not comprise of or include any immove-
able property, the trustees shall divide the Trust Funds in equal parts and hand over one part
to each of the children absolutely.

8. If before the youngest of the children attains majority, any of the daughters of the settlor
is married, the trustees shall spend a sum not exceeding Rs......... for her marriage expenses
out of the corpus of the Trust Fund and the amount so expended shall be deducted out of her
share in the corpus at the time of distribution thereof as aforesaid.

9. The Trustees may from time to time open in their own names one or more banking ac -
count or accounts with such Banks as they shall from time to time decide and any two of the
Trustees shall have power to draw cheques upon such account, endorse cheques and dividend
warrants and pay or cause to be paid any moneys forming part of the Trust Fund to the credit
of such account or accounts or place the same on deposit at any such bank or banks as may be
necessary and otherwise to operate such account or accounts.
10. The Trustees shall invest and keep invested the said amount hereby transferred and all
moneys that may come in their hands as the Trustees hereof (except such part thereof as may
be required for current expenses for the purposes of the Trust premises not exceeding Rs.
1000/-) in any of the securities authorised by Section 20 of the Indian Trust Act II of 1882 as
well as in Bank deposits, shares and debentures of any public company or corporation and
may from time to time at their description vary the said investment into or for others of the
same or a like nature as may be beneficial to the Trust.

11. The Trustees shall have full power to compromise or refer to arbitration any claim or ac-
count whatsoever or any other matter in which the Interest of the trust fund is involved and its
funds and property may be concerned or wherein the Trustees as such may be parties.

12. The Trustees shall have the following further powers:

A. If the Trust Funds include any immoveable property, (i) to let out any such property or
any part thereof at reasonable rents and on such terms as they may think fit. (ii) to carry out
repairs and renovations thereto as and when required, (iii) to sell the same or part thereof at
such price and on such terms as they think fit if the Trustees do not think it necessary or eco-
nomical to keep the property.

B. To appoint any manager or supervisor or other employees in connection with the man-
agement of the trust property.

C. To appoint any one or more persons, by a power of attorney,authorising him to manage


the trust property or to do such other acts and things as the trustees may think lit in connec -
tion with the trust property.

D. To appoint any proxy or proxies for voting at any meeting of companies in which any
part of the trust fund is invested or any meeting of creditors or contributors in the winding up
of any such company.

E. To appoint any solicitor or advocate, architect or any other professional person in con-
nection with the Trust Fund or property whenever their services are required and to pay their
fees.

F. To file or defend any suit or other legal prodeedings, including appeals, petitions and to
authorise any of the Trustees to make, sign or declare, plaints, written statements of defence,
affidavits, petitions. Vakalatnama and to accept service of any summons or other legal pro-
cess.

G. To authorise any of the Trustees to appear before any Central or State Government Of-
ficers or authority such as Officers under the Income-tax Act. Customs and Excise Acts, Of-
ficers of the Municipal Corporation or any Local Authority, Sub-Registrar of Assurances,
Revenue Officers and Tribunal as and when required in connection with the trust fund or
property thereof.

13. The receipt of the Trustees for the purchase money of any property hereby directed or
authorised to be sold or for any other moneys paid and for any securities transferred to them
by virtue of these presents or in the execution of any of the trusts or powers hereof shall ef-
fectually discharge the person or persons paying or transferring the same or from being bound
to see to the application or being answerable for the loss or misapplication thereof.

14. The Trustees shall be responsible for their own individual acts and defaults only and not
for the acts or defaults of another of them nor for the acts or defaults of any banker, broker,
auctioneer or other persons into whose hands any trust property consisting of securities or
money or the income thereof shall in the ordinary course of business come nor for the depre-
ciation of any property or securities nor for any mistake or error of judgment committed by
them in regard to the choice of the recipients of the benefit of the Trust premises or the ob-
jects thereof in any particular case or cases nor otherwise howsoever except for the willfull
acts and default only.

15. The Trustees shall pay themselves and defray and satisfy out of the trust fund for the
time being all expenses which they may reasonably have to incur in and about the execution
of the trusts and powers herein contained and the administration of the Trust premises hereby
effectuated,including the premia for the insurance of the buildings for the time being subject
to the trusts hereof but the Trustees shall not be personally responsible for any loss arising in
consequence of any accidental omission to insure any building against risk from fire or other
risk.

16. The Trustees shall cause proper accounts to be kept of the Trust Fund and all additions
thereto and the income thereof respectively and the accumulations of such income and the ap-
plication thereof from time to time and shall on checking the same sign the account books
twice in each year. The account books so signed by the Trustees shall be examined, audited
and certified by one or more properly qualified auditor or auditors once in each year and the
audited statements of account shall likewise be signed by all the Trustees.

17. The Trustees may at some convenient place in....... and at convenient intervals hold
meetings from time to time as occasion shall require, for the transaction of the business of the
Trust premises and the Trusts hereof.

18. Any one Trustee may convene a meeting of the trustees for the transaction of any partic -
ular business and any business may be disposed of by a circular instead of at a meeting unless
the majority of the Trustees think otherwise.

19. At least two clear days notice shall be given to the other Trustee or trustees as to the
place, hour and day of the meeting and of the nature of the business to be transacted thereat.

20. The original minutes of the proceedings of every such meeting shall be deposited at the
office of the Trustees who shall provide for the safe custody thereof.

21. If and so often as any of the Trustees hereby appointed or any future trustees or trustee
of these presents shall die or go to reside out of India for more than a year or shall desire to
retire or refuse or become unfit or incapable to act in the Trusts of these presents or shall be-
come bankrupt or insolvent or if the Settlor or the Trustees for the time being shall be de-
sirous of appointing additional Trustee or Trustees hereof with them. it shall be lawful for the
Settlor during his life and after his death for the surviving or continuing trustees or Trustee
for the time being of these presents or if there shall be no surviving or continuing trustee then
for the retiring or refusing trustees or trustee or the heirs, executors or administrators of the
last surviving trustee to appoint any other person or persons to be a trustee or trustees in the
place of the Trustee or Trustees so dying or going to reside abroad or desiring to retire or re-
fusing or becoming unfit or incapable to act as aforesaid or to appoint an additional trustee or
trustees as aforesaid with liberty upon such appointment to increase or diminish the original
number of trustees which shall never be leas than two or more than five and upon every ap -
pointment made under this clause the trust fund and the investments for the time being
thereof shall be so transferred as to become vested in the new trustees or trustee either jointly
with the continuing trustees or trustee or solely as the case may require and every trustee so
appointed as aforesaid may as well as before or after such transfer, act as fully and effectually
as if he had been hereby constituted a trustee.
22. In all cases of difference of opinion amongst the trustees as to whether a particular act
should be done or omitted to be done in the execution of the trusts hereof or as to the powers
and authorities herein contained or as to the true intent and meaning of any of the clauses or
trusts hereof the same shall be decided and dealt with in accordance with the opinion of the
majority which shall be final and conclusive. In case of an equality of votes the Trustee
senior most in age shall have a second or casting vote.

23. The expression 'Trustees' in this deed shall mean and include the Trustees or Trustee for
the time being and from time to time, the survivors or survivor of them and the heirs, execut-
ors, administrators of the last survivor of them.

IN WITNESS WHEREOF the Settlor and the Trustees have set their respective hands the day
and year first hereinabove written.

Signed, sealed and delivered by the within named Settlor..........

in the presence of

Signed, sealed and delivered by the

Within named Trustees

1.

2.

3.

in the presence of........................

PARTERSHIP DEED OF JhatkaByte

This PARTNERSHIP DEED of JhatByte is made on the _____________________, by the


individuals who are referred to hereinafter as partners within the meaning of the Indian
Partnership Act, 1932 and being lawfully sweat maintain each and every clause of this DEED
OF PARTNERSHIP.
AMONGST

Arka Santra, Son of Sri Sutanu Santra, aged about 30 years, bearing PAN: FAGPS3552E
and Aadhaar No: 4551 4488 7729, residing at Flat no 4E, Ramas Garden, Sanjoal, near Oil
mill, Kharagpur 721301, E-mail: arkasangha@rediffmail.com, mobile: +91 75015 65892, by
religion Hindu, by Nationality Indian, by profession manager hereinafter be referred to as
partner of FIRST PART. (Which expression and terms so far as the context will admit shall
include all his legal heirs, successors and assignees.)
Contd………P/2.

{Page: 02}

AND

Animitra Chakraborty, s/o Late Sri Dulal Gobinda Chakraborty & Smt. Malabika
Chakraborty,, aged about 42 years, bearing PAN : AOCPC2370M and Aadhaar No: 3974
5032 2210, residing at 100, Avenue South, Santoshpur, Kolkata, West Bengal - 700075,
mobile: +91 62896 19237, by religion Hindu, by Nationality Indian, by profession business
hereinafter be referred to as partner of SECOND PART. (Which expression and terms so far
as the context will admit shall include all his legal heirs, successors and assignees.)

AND

Vivek Kumar, s/o Sri Kali Shankar Dwivedi, 394 Brahm Nagar, near Shanti Vatika,
Auraiya, UP 206122, aged about 38 years, bearing PAN: BECPK6733D and Aadhaar No:
8520 0277 0381, E-mail: yaayaawar@gmail.com, mobile: +91 89852 78018, residing at 394
Brahm Nagar, near Shanti Vatika, Auraiya, UP 206122, by religion Hindu, by Nationality
Indian, by profession teacher hereinafter be referred to as partner of THIRD PART. (Which
expression and terms so far as the context will admit shall include all his legal heirs,
successors and assignees.)

AND

Marjana Guha, wife of Dilip Kumar Guha, aged about 70 years, bearing PAN:
BKUPG6768A and Aadhaar No. 3143 2974 2475, residing at 34, Hari Mohan Mukherjee
Road, Kathuria Para, P.O. Krishnanagar, Dist Nadia, WB 741101, by religion Hindu, by
Nationality Indian, by profession house wife, hereinafter be referred to as partner of
FOURTH PART. (Which expression and terms so far as the context will admit shall include
all his legal heirs, successors and assignees.)

AND

Anirban Biswas, s/o Late Sudhangshu Biswas, aged about 40 years, bearing PAN :
AQCPB0610P and Aadhaar No: 9826 9815 3808, residing at 352 Netaji Road, Khagra
Berhampore, P.O. Berhampore, Dist Murshidabad, WB 742103, by religion Hindu, by
Nationality Indian, by profession business hereinafter be referred to as partner of FIFTH
PART. (Which expression and terms so far as the context will admit shall include all his legal
heirs, successors and assignees.)
WHERE AS the parties hereto of first, second, third, fourth, and fifth part have mutually
have decided to carry on a business as referred under with effect from _____________and as
such the aforesaid parties due to necessity for betterment of the business decided to carry on
the business in Co – partnership under the firm name “JhatkaByte” and style as
“_Jhatkabyte.com______”.

Contd………P/3.

{Page: 03}

AND WHERE AS to avoid future disputes and discrepancies the parties to these
presents desire to put into records the terms and conditions of their business for their mutual
benefits and interest in the said firm they do hereby agree as follows :~

NOW THEREFORE THE DEED OF PARTNERSHIP WITNESSETH AS UNDER:

1. DATE OF AGREEMENT :
All the partners have solemnly agreed upon to this “Partnership Deed of
JhatkaByte” with effect from the forenoon of the 18th. day of October, 2019 and
execution of this present Deed of Partnership shall be made on this 18tday of
October, 2019.
2. DATE OF COMMENCEMENT OF THIS BUSINESS :
All the partners unanimously decided to commence the business affairs of this
firm with effect from the forenoon of the 18th. day of October, 2019.

3. NAME AND ADDRESS :


That the name and style of the partnership business shall be “JhatkaByte”
website www.jhatkabyte.com presently situated at “Flat no 4E, Ramas Garden,
Sanjoal, near Oil mill, Kharagpur, West Bengal - 721301” on rent free basis or at
such place or places shall be found more convenient and agreed upon among the
partners time to time. JhatkaByte will have a branch office at second party’s
residence, Animitra Chakraborty, 100, Avenue South, Santoshpur, Kolkata, West
Bengal - 700075

4. POSSESSION OF THE PREMISES :


That the premises of present firm “JhatkaByte” is under possession of Sri
Sutanu Santra, father of the first party which is situated at the above address by
obtaining necessary permission and Agreement with the present Owner of the said
Premises.

5. NATURE OF BUSINESS :
The business of the firm has been proposed as E-Commerce as Online buying
and selling of Kadaknath chicken, Black Bengal’s goat meat, mushroom, broccoli,
organic non-perishable products with no inventory required (Just in Time Mode) by
obtaining requisite grant, permission and Licenses as well and or to extend the line of
business in other trades also as parties hereto may mutually agreed upon. This is
primarily an aggregator business model. Place of operation is throughout West
Bengal.
VISION of JhatkaByte:
a) To establish as a distribution chain mechanism so that we can register ourselves as
E-NAM (Electronic National Agriculture Market) in future which is part of Central
Govt’s Farm sector reforms as stated in Farmer Produce Trade and Commerce Act
(FPTC).

Contd………P/4

{Page: 04}

b) To establish as a link between producer and consumer for rare quality foods like
Kadaknath chicken, Mushroom, Brocoli, Black Bengal’s mutton, Organic non-
perishable items.
c) A producer will be able to register with us as seller. Then we will become a
gateway for the producer to the Urban customer base. We can become a Just Dial kind
of entity for these products.
d) Establish a supply chain mechanism that will be able to integrate Blockchain in
future to enable a trustworthy mechanism to identify the originator of the item. That
will give us an edge over any other E-commerce giant like BigBasket.
Two Parts of Business:
a) Online: Involves raising money for digital marketing by paying to Youtube,
Google AdWorks for promotion of branding. Later, our website will receive
advertisement that will generate money for jhatkabyte.com that will be shared
among the investing partners alone.
b) Offline: Involves supply chain management, executing home delivery, delivery
boy management, administrative trouble management during home delivery

6. CAPITAL :
Initially, the establishment cost of “JhatkaByte” will have the partners who
will invest are (To be termed as Investing Partners) :~
1. MARANA GUHA (33%)
2. VIVEK KUMAR (34%)
3. ANIRBAN BISWAS (33%) 32,

Contributions from the partners:


a) The investing partner (Marjana Guha, Vivek Kumar, Anirban Biswas) will belong
to Online mode of the business. Their contribution will be to carry out the
establishment costing: registering the partnership deed, food license, trade license,
Software development + cloud hosting cost, Digital marketing. Animitra
Chakraborty and Arka Santra will not invest money in the formation of
jhatkabyte.com.
b) The operating partners (Animitra Chakraborty and Arka Santra) will belong to
operate in the Offline mode of business. Their contribution will be in terms of
investing time, physical energy to establish market position for “JhatkaByte”,
driving the operational job of delivery boy management.

7. SHARE OF PROFIT & LOSS :

This is primarily an aggregator business model. The Operating Partner will receive
district wise 25% of profit share. For example, Animitra Chakraborty who is driving
Kolkata, S-24 parganas, the customer communication, order verification, delivery
boys management
Contd………P/5.

{Page: 05}

Rest of the 75% will be kept in the Bank Account of JhatkaByte. This accumulation
of money will be used to pay the recurrent cost like Cloud hosting of Android
App+Website, Digital Marketing/Branding, Chartered Accountant’s charges for
maintaining firm’s balance sheet, office bearer’s salary.
Profit Sharing : District wise calculation.
1. Marjana Guha 25%
2. Anirban Biswas 25%
3. Vivek Kumar 25%
4. District wise Operating Partner 25%

Income from the advertisement of the website www.jhatkabyte.com will be


distributed among the investing partners: Marjana Guha, Anirban Biswas,
Vivek Kumar. Customer database shall belong to the investing partners.
Operating partner is entitled to hire an Area wise manager for his job execution but
his remuneration should be accommodated within the 25% share of profit of the
respective Operating Partner.
Loss Sharing:
1. Marjana Guha 34%
2. Anirban Biswas 33%
3. Vivek Kumar 33%

Definition of Profit/Loss: Pricing will be inclusive of the delivery boys charge per
customer basis (for example flat Rs 80/- per customer basis).
Profit = Price of item - (Procurement price + Delivery charge)

8. BOOKS OF ACCOUNTS :

That proper books of accounts shall be kept and maintained as usually done in
such business. All the parties hereto shall have full and free access to the books of
accounts and they shall also be entitled to take copies thereof if and when required.
The books of accounts shall be kept at the premises of the business and shall be
opened for inspection of all the partners and also to their representatives on all
reasonable hours.

9. ACCOUNTING YEAR :
That the accounts of the firm shall be closed on the 31 st day of March in every
year on which date assets and liabilities shall be ascertained and the profit & loss
account will be prepared and the profit & loss as the case may be shall be divided and
shall be credited or debited to the respective accounts of the partners in accordance
with the share as stipulated in this annually.
Contd………P/6.

{Page: 06}
10. SALARY OF THE PARTNERS / COMMISSION :
A) That the parties hereto shall be the working partners of the firm. Both the
working partners hereto shall be responsible for carrying out the day to day
functioning of the partnership firm viz. day to day management, maintaining
of accounts, office bank affairs, purchase & sales of goods, delivery of goods
& import of goods, recovery of dues, Income Tax & Sales Tax matters,
handling of Labour matters and all other related matters etc. The partners will
mutually decide about the work to be undertaken by each of them. Each of the
partners shall look after the day to day affairs & works assigned in a diligent
manner to the utmost satisfactions of the customers and the principal
companies and dealers.

B) That in respect of all partners, the quantum of commission / bonus will be


restricted so however that the total of salary and commission does not exceed
the permissible limit laid down in section 40 (b). While salary will be credited
to the account of each partner at the end of each month the commission /
bonus will be credited to their respective accounts at the end of the previous
year.

C) That the partnership firm shall maintain a Minute Book in which all important
decisions and resolutions relating to the business of the partnership firm
including any change or variation in the payment of interest, salary,
commission, bonus etc. payable to the partners shall be recorded and all such
decisions and resolutions shall be effective from the date they are so declared
to be effective.

D) That the payment of interest to partners & remuneration to working partners


shall be operative from the date as will be decided & fixed by the parties of all
the part hereto.

The payment of interest & remuneration is made over under provision to clause
(b) of Section 40 of the I. T. Act, 1961 as amended by the Finance Act, 1962.
The remuneration to the working partners shall not be paid in case the Book
Profit become a loss after allowing interest on the capital of the partners, in
other cases it shall be limited to the Book Profit.

11. INTEREST :
Income from the advertisement of the website will be distributed among Marjana
Guha, Vivek Kumar, Anirban Biswas.

Contd………P/7.

{Page: 07}

12. BANK ACCOUNTS :

That the partnership shall maintain Bank account / accounts and all account /
accounts shall be treated as the Bank account or accounts of the present partnership
business and that such account / accounts shall be operated by any two of the parties
to these present either or survivor basis and the parties above said accordingly shall
have the right to sign cheque or cheques and / document or documents at the same
manner in the name of the Firm, in the regular course of business using common seal
of the Firm.

13. LOANS & ADVANCE :

That any partner, if other partners agree may take loan from the firm or
withdraw more than the balance standing at his / her credit and the interest at the rate
agreed among the partners will be charged and any partner may pay advance to the
firm as loan any amount and interest at the rate agreed among the partners will be
credited to his / their account.

14. ADMISSION OF A MEMBER :

That new member / s may be admitted to the partnership but only all the
partners for the time being agreed to such admission and the goodwill if any for such
purpose may be valued as may be agreed among the partners. On admission the new
partner / partners will bring the proportionate the share of capital.

15. EXIT FROM PARTNERSHIP :

That any of the partners may quit from the partnership by giving three months
notice to the remaining partners which is to be served either by registered post or in
person and a copy notice shall be kept at the office of the partnership and / or under
the circumstances all the parties for the time being agreed thereto.

16. DISSOLUTION & CONTINUATION :

A) That in the event of retirement of any of the parties hereto the partnership may
not be dissolved but the business may be continued and carried on by the
remaining partners.

Contd………P/8.

{Page: 08}
B) That the death during the continuance of the present partnership of any of the
partners hereof may not have the effect of dissolving the partnership and that
on such death the heirs or legal representatives of the said deceased partner
shall step into the shoes of the deceased and become a partner of the firm on
the same terms & conditions as would have been applicable to the deceased if
he had not died, but in the event of failure or refusal of the said heirs or legal
representatives to become such partner the surviving partners shall have the
option to purchase the share in this firm of the said deceased at a price to be
determined by the surviving partners according to justice, equity and good
conscience and to carry on the business of the firm by themselves as
partnership.
17. SETTLEMENT OF DISPUTES :

That any dispute or difference which may arise among the partners or their
representatives with regard to the construction meaning and effect of the deed or any
parts thereof, in respect of accounts, profit & loss of the business or the rights and
liabilities of the partners under this Deed, or the dissolution or winding up of the
business or any other matter relating to the partnership shall be referred to the
Arbitrators, one to be nominated by such of the partners interest in the disputes and in
case of difference of opinion among the Arbitrators, the Umpire selected by the
Arbitrators, and the Award of such Arbitration shall be final and binding upon all
partners.

18. DUTIES OF PARTNERS :


Each partner shall :

a) Pay to the said partnership firm all the monies and cheques that may be
received by his on account of partnership business.

b) Pay his / their personal debts and indemnify the other partners and the firm
against any loss that may be suffered either to the partners of the firm due to
the personal debts of any one partner.

c) Be just and faithful to one another at all times during the continuance of
partnership and furnish to one another full accounts and complete information
with regard to all matters relating to partnership business and none of them
shall do any act or things whereby the interest of the firm or any partner may
be prejudicially affected.

19. ACTS FORBIDDEN :


Neither partner shall without the consent of the partners :-
a) Employ any of the said partnership monies or goods or assets or pledge the credit
thereof except in the ordinary and normal course of business and on account and
for the benefit of this partnership business.

Contd………P/9.

{Page: 09}
b) Lend any of the said partnership monies to any person save except in normal
course of business

c) Give any credit delivery any goods or credit to any person or persons whom
the partner shall have previously forbidden.

d) Enter into any bond or become any bail, surety or security for any person or to
do anything whereby the said partnership property may be seized or attached
or it is taken in execution.

e) Compromise, compound or release or discharge and debt to the said


partnership save and except during the normal course of business and in the
interest of this partnership.
f) Draw or accept or endorse any Bill of Exchange or Promissory Note or any
Negotiable Instrument for the purpose other than that of this partnership.

20. That the partners hereto further agree that each partner may during the continuance of
the partnership draw out of the business of his private or personal expenses at a time
or installments such sum as may be mutually agreed upon and if on taking annual
general accounts he shall be found to have draw more than his share of profits for that
year, he may be required to refund the excess if it is desired by the other partners.

21. That the firm can borrow money from any Nationalized Bank, State Bank of India or
from any financier of repute on interests for better finance for the purpose of
betterment of their business of the firm from time to time and or for investment in any
permanent programmed or for the procurement of working capital and fixed assets at
the time or necessity.

22. That if any loan is obtained by the firm than in that case the said loan shall
exclusively be used for the purpose of the firm and for any other purpose and all the
partners shall remain liable for repayment of the said loan including all interest and
costs thereon either jointly or individually.

23. That the partnership shall hold license and / or permits and documents in the name of
the firm or in the name or name of the partners either jointly and / or individually as
the case may be but all such license and / or permits shall be the exclusive property or
properties of the firm.

24. That the partners further agree that any one of the partners may purchase tenders,
accept cheques and / or payments, draw bills and do all other business incidental to
the trace of this partnership venture for self and on behalf the other partner or partners
and in the name of the firm for the betterment and smooth running of the partnership
business under these presents.
Contd………P/10.

{Page: 10}

25. That any one of the above clauses may be varied altered or amended by the mutual
consent of the partners to be either expressed in writing or implied by conduct.

26. That the partners hereto shall be partners within the meaning of Indian Partnership
Act,1932 and as provided therein the parties hereto shall be governed by provisions of
the Indian Partnership Act, 1932 or any other statutory modification or enactment
thereof for the time being in force.

IN WITNESS WHERE OF THE PARTIES HERETO have set and subscribed


their respective hands and seals of the day month and year as written above.

WITNESSES PARTNERS

1. ………………………… 1. …………………………..……….
…………………………. (Arka Santra)
2. ………………………… 2. …………………………………….
………………………….. (Animitra Chakraborty)

3. ………………………… 3. …………………………..……….
…………………………. (Vivek Kumar)

4. ………………………… 4. …………………………………….
………………………….. (Marjana Guha)

5 ………………………… 5. …………………………………….
………………………….. (Anirban Biswas)

Drafted by me and explained in


vernacular before all the partners.
Drafted, dictated & identified by me.

(______________ )
Advocate

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