PARTNERSHIP BETWEEN A DEVELOPER HOLDING DEVELOPMENT RIGHT UNDER AN AGREEMENT AND A GROUP OF PERSONS FINANCING AND EXECUTING THE DEVELOPMENT PROJECT ON PROFIT SHARING BASIS
THIS DEED OR PARTNERSHIP made this ................ day of ................ 20... BETWEEN SRI RAMESH DESAI, son of Late ………, by faith Hindu by occupation Business, residing at ................ hereinafter referred to as “the PARTY
OF THE FIRST PART” (which term or expression shall unless otherwise excluded by or repugnant to the context or subject be deemed to mean and include his heirs, executors, administrators, successors, legal representatives and assigns) of the FIRST PART AND (1) ..................................................................................................................
Hindu and occupation Business, residing at ................ (2) SRI NITIN BARUA, son of ................ by faith Hindu by occupation Business, residing at ................ and
(3) ...................................................., son of ................ by faith Hindu by occupation business residing at ................ hereinafter to as “the PARTIES OF THE SECOND
PART” (which term or expression shall unless otherwise excluded by or repugnant to the context or subject be deemed to mean and include their respective heirs, executors, administrators, successors, legal representatives and assigns) of the SECOND PARTY.
WHEREAS one (1) Sri ……….. (2) Sri……….., (3) Sri …….., all sons of Late ................ and residents of ................ (4) Smt. ……….., wife of ................ resident of ................ and (5) Smt. …………., wife of ................ resident of ................ are the absolute owners in joint and undivided possession of ALL THAT piece of land situated in Mauza ................ J.L. No ................ P.S ................ Sub-Registration Office, Alipore, District 24 Parganas (South), now within Ward No ................ of the ………. Municipal Corporation, containing an area of more or less Scheme Plot No ................ within Block No. ‘A’, Part of R.S. Plot No ................ Khatian No ................ and butted and bounded in manner following, that is to say, on the North by Tank, on the South, by Road, on the East, by Path and on the West, by Plot No ................ hereinafter referred to as “the said Land”.
AND WHEREAS the said Land was acquired by the Owners above-named by virtue of an Indenture of Conveyance dated ................ and registered at the Office of the District Registrar, Alipore, 24 Parganas (South) and entered in Book No.I, Vol. No ................ to ................ Being No ................ for the year ................
AND WHEREAS the OWNERS entered into an Agreement with the Party of the First Part on ................ for development of the said land and construction of a multistoreyed building thereon at the cost of the Party of the First Part upon the terms and conditions covenants mentioned therein.
AND WHEREAS the Par ty of the First Par t is unable to undertake the proposed development work and complete construction of the proposed building within the stipulated period on account of some unforeseen personal problems and difficulties and thereupon the Party of the First Part has approached to the Parties of the Second Art to undertake the proposed development work and construction of the proposed building under terms and conditions mutually agreed upon as hereinafter provided.
NOW THIS DEED WITNESSETH as follows:
1. The Parties hereto of the First Part and the Second Part hereby agree to constitute a firm of Partnership and undertake construction and completion of the proposed development project in the name of the Partnership.
2. The Partnership shall be deemed to have commenced on the ................ day of ................ and shall continue until completion of the proposed project including sale and/or transfer and/or disposal of the flats or covered area falling within the share of the Parties of the Second Part out of the Developer’s Allocation as mentioned hereinafter.
3. The name of the firm shall be “........................................................................”.
4. The business of the partnership shall be carried on at ................ or at such other place or places as the partners shall from time to agree upon.
5. The capital of the partnership shall be the sum of Rs ................ and shall be provided by and belong to the partners being the Parties of the Second Part in the following proportion:
Smt. Reshma Chowdhury...................................
Sri Nitin Barua...................................
Sri Lallochand ShadGhosh...................................
6. No cash by way of capital shall be contributed by the Party of the First Part and instead he is bringing in as his asset his beneficial right and interest in the Development Agreement dated ................ which shall be used for the benefit of
7. Partnership business and is hereby assigned by the Party of the First Part in favour of the Partnership business.
8. If at any time hereafter any further capital shall be required for the purpose of the Partnership the same shall be contributed by the Partners being the Parties of the Second Part in the agreed proportion or as may be mutually decided.
9. Each Partner shall be credited in the books of the firm with simple interest @ 12% per annum on his share of the capital for the time being, inclusive of any further capital which may hereafter be brought in by him with the consent of the other partners making financial contribution, and such interest shall be paid to him in every year before any division of profits is made.
10. Each partner may from time to time, with the consent of the other par tners, advance any sum or sums of money to the firm by way of loan, and every such advance shall bear simple interest @ 12% per annum from the time of making the advance until repayment thereof, and may be withdrawn at any time at 3(three) months’ notice. Each such interest as mentioned under this clause and also under clause 6 hereof shall be cumulative and in any year if the firm suffers any loss or the profits available to the firm is insufficient all accumulated deficiency of interests for that year will be set off against the profits for the subsequent year or years, as the case may be.
11. Whenever necessary, the firm may borrow, from time to time, from any person or financial institution any money that may be required for the purpose of its business and pay such interest or interests on such deposits or loan as may be agreed upon.
12. The partners hereto who are actively engaged in the affairs of the partnership business shall be paid remuneration for the work done by each of them for the partnership business at such terms as may be mutually agreed by and between the partners, provided however, no remuneration, by whatever name called, shall be payable to any of the partners in the event the firm incurs loss or the profit arising to the firm is insufficient to provide for the remuneration agreed upon.
13 The firm shall maintain one or more than one banking accounts to be operated upon jointly by (1) ................ and (2) ................ being the Parties of the Second Part.
14. The Parties of the Second Part shall invest all capital for construction of the proposed building after sanction of the building plan by the Calcutta Municipal Corporation to be obtained by the Party of the First Part.
15. Notwithstanding any other provision contained in the recited agreement dated 21st April, 1998 made between the Owners of the said land and the Party of the First Part hereto, It is hereby mutually agreed between the parties hereto that in lieu of the profit in the Partnership business the Party of the First Part shall be offered 40% of the constructed area in the proposed building (including the 30% share thereof attributable to the share of the Owners of the said land towards consideration of the recited agreement dated 21st April, 1998. Save as aforesaid, the Party of the First Part shall have no claim towards any profit o the proposed project in the Partnership business, nor will be liable for any loss of the business, if any. The Parties of the Second Part shall share the profit of the Partnership in the proportion of their respective capital contribution.
16. The Party of the First Part shall arrange to obtain all necessary papers and documents duly signed or executed by the Owners of the said land and also get executed necessary General Power of Attorney jointly in the name of the Party of the First Part and SRI NITIN BARUA, one of the Parties hereto of the Second Part and also a Supplemental Agreement containing necessary modifications and/or conditions essential for implementation and/or execution of the proposed Development work upon the said land by the Partnership firm.
17. The Party hereto of the First Part shall bear 40% of the costs and expenses in connection with preparation and sanctioning of the necessary Building Plan from the Calcutta Municipal Corporation and the remaining 60% of the costs and expenses thereof will be borne by the Parties hereto of the Second Part.
18. All servants, clerks, employees, Architects, Surveyors and Engineers will be engaged by and dismissed with the consent of the Parties of the Second Part.
No partner shall, without the consent of the other partners do any acts, deeds or things that may cause directly or indirectly encumbrances or charges upon the firm or its assets.
19. The partners shall regularly pay and discharge their separate debts and liabilities and shall indemnify the firm against the same.
20. The accounting year of the firm shall be from ......................................................
21. It is hereby declared that by virtue of the assignment of the beneficial rights and interests in the recited Agreement dated ................ and also of the subsequent Agreement to be entered into hereafter by and between the Owners of the said land and the Party of the First Part, all the terms, conditions and covenants incorporated in the said Agreement dated .................................and any other subsequent Agreement or Agreements or General Power-of-Attorney shall be binding upon and enforceable by the Parties hereto of the Second Part in the name of the Partnership in the same way as the same were binding upon and enforceable by the Party hereto of the First Part against the Owners of the said land or upon the superstructure to be constructed thereupon by the Parties hereto of the Second Part.
22. If during the continuance of the said Partnership or at any time hereafter any difference shall arise between the partners and the heirs, executors or administrators of the other of them or between their respective heirs, executors or administrators in regard to the construction of any of the articles herein contained or to any other matter or thing relating to the said partnership the same shall be forthwith referred to one arbitrator if the parties agree or otherwise to two arbitrators, one to be appointed by each party to the reference or to an Umpire to be chosen by the Arbitrators before entering upon the reference and every such reference shall be deemed to be an Arbitration in accordance with and subject to the provision of the Indian Arbitration & Conciliation Act, 1996 or any statutory modification thereof.
IN WITNESS WHEREOF the Parties hereto have set and subscribed their hands and seals on the day month and year first above-written.
SIGNED SEALED AND DELIVERY by the PARTY of the FIRST PART in the presence of
Witnesses:
1.
2.
SIGNED SEALED AND DELVIERED by the PARTY of the SECOND PARTY
In the presence of Witnesses:
1.
2.
