DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP is made at this

_____ day of April,

Two Thousand Fifteen BETWEEN SRI

SHAIBAL KUMR SAMADDAR, son of

Samaddar,

Late Sudhir Kumar

residing at 20/18, Iswar Ganguly

Street,

Police

Station Kalighat, Kolkata-700 026, hereinafter referred to as

the FIRST PARTY (which expression shall unless excluded by
or repugnant to the context be deemed to mean and include
his

heirs,

successors,

executors,

administrators,

legal

representatives and assigns) of the FIRST PART AND SRI

ABHRANIL DUTTA,

son of

Sri Alok Kumar Dutta, residing

at__________, Post Office Prafulla Nagar, Police Station Habra,

District North 24-Parganas, PIN: 743268, hereinafter referred
to as the SECOND PARTY

(which expression shall unless

excluded by or repugnant to the context be deemed to mean

and include his heirs, successors, executors, administrators,
legal representatives and assigns) of the SECOND PART AND
SRI SUDIPTA BOSE, son of Late Swapan Bose, residing at
106/A,

Raja

hereinafter

Dinendra
referred

to

Street,
as

the

1 st

floor,

THIRD

Kolkata-70
PARTY

004,

(which

expression shall unless excluded by or repugnant to the

context be deemed to mean and include his heirs, successors,
executors, administrators, legal representatives and assigns)
of the THIRD PART
WHEREAS
on business

all the parties hereto have agreed upon to carry

of Interior and Exterior Decoration, Property

Management, Facility Management and Portfolio Management

and management consultancy service under the name and
style M/s. FMR ENTERPRISES

at Flat no. 8/16, 3 rd floor,

Starlit

Housing,

Action

Area-IIC,

New

Town,

Rajarhat,

Kolkata700 _____, on the terms and conditions mutually to

adhere to in course of carrying on business in the name of this
firm.
AND WHEREAS the parties hereto intended to record
the said terms and conditions by way of concluding a deed of
partnership with a view to avoid any misunderstanding in
future.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS :
1.

NAME & STYLE : That the firm shall continue its

business

under

the

name

and

style

as.

M/s.

FMR

ENTERPRISES and may mutually agree upon otherwise from

time to time.
2.

COMMENCEMENT : That the partnership business shall

be deemed to have commenced its business on and from

_______
3.

PLACE OF BUSINESS : That the business of the firm

shall be carried on at Flat no. 8/16, 3 rd floor, Starlit Housing,

Action Area-IIC, New Town, Rajarhat, Kolkata700 _____, or at
such other place or places, as the partners shall from time to
time agree upon.
BRANCHES : That the parties on mutual consent be
entitled to open and/or close branch of the firm at any place or
places as the parties may decide.
4.

OBJECTS OF BUSINESS : That the partnership shall

carry on business of Interior and Exterior Decoration, Property

Management, Facility Management and Portfolio Management

and management consultancy service or any other business
incidental or consequential thereto and /or any other business
or trade as the partners shall from time to time agree upon.
5.

DURATION : That the duration of the partnership shall

be at will and shall continue until otherwise determined by the

partners mutually or legally through court of law in terms of
the Partnership Act and laws of land.
6.

CAPITAL : That the Debit/Credit balance of the capital

account of the respective parties as it would appear on the

Books of Accounts of the firm shall be treated as total of the
firm.
7.

ALLOCATION OF SHARE OF PROFIT/LOSS, DRAWING,

SALARY, REMUNERATION ETC.
a) That in determining the share of Profit/Loss between
the

partners,

the

salary,

remuneration,

bonus,

commission and interest etc. paid/payable to the partners

as have been stipulated hereunder shall be taken into
account and after deduction of such expenses together
with usual business expenses, the Profit/Loss would be
distributed between the partners.
b)

That the Parties shall be entitled to Profit and liable for

losses of the firm in the following manner :
1) Sri Saibal Kumar Samaddar

(First Party)

2) Sri Abhranil Dutta (Second Party)

3) Sri Sudipta Bose (Third Party)

1/3rd
1/3rd

1/3rd

8.

OPERATION OF BANK ACCOUNT : That the firm may

open a Bank Account or accounts in its name with any Bank or

Banks

as

mutually

agreed

upon

and

all

such

banking

account/accounts as the case may be, shall be operated jointly

or

severally

by

themselves

or

through

their

legal

representatives.
9.

MANAGEMENT AND CONTROL : That the management

and control of the firm shall all belong to and vest in and be
exercised by the parties hereto either jointly or severally so as
to suit the convenience and smooth working of the firm
10.

RIGHTS AND DUTIES : a) That each partner shall

punctually pay and discharge his personal separate debts and

obligations and shall at all time keep indemnified the other
parties and his heirs and all legal representatives and assets of
the partnership against the same and all actions, proceeding
costs, claims and demands in respect thereof.
b)

That the parties hereof shall be just and faithfully to each

other and shall at all or any time give to other full
information

and

truthful

explanations

without

any

concealment or suppression of all matters within his

knowledge relating to the affairs of the partnership and
honestly, diligently work for the firm thereby affording
every as instance in his power and capacity in carrying of
the

business

of

the

firm

to

their

utmost

mutual

advantage.
12.

ACTS FORBIDEN : a) That no parties without the

consent in writing of other parties shall take any loan on

account

of the firm,

create

mortgage, charge,

transfer,

encumber, alienate and/or otherwise deal with his share in the

firm or properties and assets of the firm anybody outsider.
b)

That no parties shall have any option, right and

liberty to stop the business activities of the firm either by

stopping the operation of Bank Account or by putting any
injunction of the business or in any other manner
whatsoever.
13.

MAINTENANCE OF BOOKS OF ACCOUNTS : That proper

books of accounts shall be kept by the partnership business.

These books shall be kept at the place of business and shall
not be removed from there except for business purpose,
without the consent of other partner. These books of accounts
shall remain open to the inspection of the parties who shall be
at liberty to make or get such extracts there from as may be
considered necessary.
14.

ACCOUNTING YEAR : That the firm shall maintain its

accounts in English and shall close its accounts on last day of

March of every year (i.e. April to March every year). The
assets,

properties,

liabilities

and

all

transactions

of

the

business shall be taken into account and Trading, Profit and

loss account and Balance Sheet together with required details,
shall be prepared at the end of every year and such accounts
shall be signed by all the parties. The said accounts as far as
possible shall be closed and adjusted within a reasonable time.
The Trading, Profit and Loss Account and Balance Sheet etc.
once signed by the parties shall not be challenged on any
ground except for any mistake or error is found or detected
within six months from the date of such signature.

15.

EFFECT OR RETIREMENT : a) That no partner shall be

entitled to retire or withdraw from the partnership except by

serving 60 (sixty) days previous notice in writing to that effect
upon the other parties.
b) That the withdrawal or retirement by any party/s
shall not have the effect of dissolving the business so far as
the

continuing

partner

is

concerned

and

in

such

case

withdrawing or retiring partner shall be entitled to get the

share of capital as appearing upto the date of his notice of
withdrawal or retirement, together with the share of profit of
loss, if any computed upto the date of his withdrawal or
retirement after adjustment of account of his share of
credits/debits liabilities in the partnership and the remaining
partner shall either forthwith pay to the retiring partner or on
installment of such

a account if any amount is

found

outstanding against his account but in no case payment shall

be deferred for more than one year. Be it clearly mentioned
that the retiring partner shall have no claim in respect of the
goodwill of the business and pending engagement if there be
any and on the assets of the business so to be acquired in
course of the firms activities.
16.

EFFECT OF DEATH : INCAPABILITY OR LUNACY a) That

during the continuance of the present partnership, the death

or physical incapacity or lunacy of any of the partner hereto
shall not have the effect of dissolution of business so far as the
surviving partner, is concerned and that on such event the heir
or

successor

or

legal

representatives

of

the

deceased,

incapable or lunatic partner shall have the first option to be

and become a partner on the same terms and conditions and
with the same rights and liabilities as that of the deceased or

incapable of lunatic partner. If the heir or successor or legal

representatives of the deceased or incapable or lunatic partner
fails to intimate his intention (as the case may be) specifically
in regard to joining in this partnership business within 60 days
from the date of death or lunacy or incapability in that event
the surviving and remaining partner shall have the right to
admit a partner of his choice or the surviving and remaining
partner may also carry and continue with the business without
admitting any one as partner provided always after paying
and liquidating the dues of the deceased or incapable or
lunatic partner in respect of the credit balance of the capital
account proportionate share of goodwill, estimated profit on
pending engagement and proportionate value of the assets so
to be acquired in course of business subject to deduction of
proportionate liabilities and creditors. Be it clearly mentioned
that the right of carrying and continuing the business by the
remaining and surviving partners shall occur and arise only on
making payment of the dues in the manner hereinabove
stated, by the remaining and surviving partner to the heirs,
successors and legal representatives of the deceased or
incapable or lunatic partner at the case may be.
b) That if the heir, successor or legal representative of
the deceased, incapable and lunatic partner signify their
intention not to carry on business on partnership basis with
the remaining partner but their option in writing to have the
benefit of the business in the form of Royalty or pension on
and/or any forms of financial accommodation in regular
manner, in that event, there shall be no obligation on the part
of the remaining and surviving partner to settle the account
and pay the credit balance of the capital account proportionate
share of goodwill, estimate at profit on pending engagement

and proportionate value of the assets so to be acquired in

course

of

business

to

the

heir,

successor

or

legal

representative of the deceased, incapable and lunatic partner

but the remaining and surviving partner shall be obliged and
shall remain obligated to pay a fixed sum, to be decided
mutually,

every

month

to

the

heir,

successor

or

legal

representatives of the deceased incapable and lunatic partner

for their proper maintenance and such arrangement shall
continue so long and so far the business continue. Be it
clearly, mentioned that if for any reason whatsoever the
remaining and surviving partner thereafter intends to close the
business at any point of time in that event, the remaining and
surviving partner shall have no option right and liberty to
dispose of any of the assets of the business without the
written consent of the heir, successor or legal representatives
of the deceased, Invalid or lunatic partner and the heir,
successor and legal representative of the deceased invalid or
lunatic partner shall always have proportionate title, rights,
interest, benefit and lien on the assets and properties of the
business at any point of time except in case of settlement of
account and payments as stipulated in foregoing para (a).
c) That the aforesaid amount of monthly royalty or
pension and/or financial accommodation shall have to be
increased and enhanced by the remaining and surviving
partners according to the rise in price level and keeping in
view of the volume of business so to be made in future.
17.

ARBITRATION : That in the event of any dispute

between the partners with regard to anything related to the

partnership business the matter shall be referred to arbitration

under provisions of the Indian Arbitration Act or any other

statutory modification in force for the time being shall apply.
18.

OTHER

TERMS

AND

CONDITIONS

a)

That

the

provisions of Indian Partnership Act (Act IX 1932) shall, so far

as they are applicable, govern this partnership subject to the
expressed and stipulation contained in the present.
b) That any of the above terms may be varied altered
modified and/or added to by mutual consent of the partners
hereof to be either expressed in writing or implied from
conduct.
c) That this partnership business and its partners shall
not be obligated and/or liable to each other in any manner
whatsoever in regard to any past and future liabilities and/or
obligations for any personal business and/or activities of any of
the partners.
d) That none of the partners hereof shall have a rights,
option and liberty to take any such option and/or step which
may suffer or cause to be suffered the business of the firm in
any manner whatsoever.
e) All notices/reference required to be given to either
partner hereunder shall be deemed to be duly served if
addressed to such partner of firm at the office of the firm and
sent by Registered post.
f) That on dissolution of the firm, the properties assets
and liabilities and creditors of the firm would be ascertained
and on payment of all liabilities and creditors the balance

10

assets would be shared up between the partners according to

their profit sharing ratio.
g) That all the partners shall have jointly right, power
to induct additional partners into his business from time to
time as it suit them.
IN WITNESS WHEREOF the above named partners to
these

presents

have

hereunto

set

and

subscribed

their

respective hand and seals, the day, the month and the year
first above written.

Sealed, signed and delivered by the

FIRST PARTY in presence of:
FIRST PARTY
1.

2.
Sealed, signed and delivered by the
SECOND PARTY in presence of:
1.

2.

SECOND PARTY

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Sealed, signed and delivered by the

THIRD PARTY in presence of:
1.

THIRD PARTY