PARTNERSHIP BETWEEN A LTD CO AND SEVEN INDIVIDUALS FOR OVERSEAS CONSTRUCTION CONTRACT
THIS DEED of Partnership executed this....day of ……20…. by and between:
1. M/s....... a company incorporated under the Companies Act, 1956 having its Head Office & Registered Office at..... through its Chairman Shri.................................. specifically authorised to enter into this Partnership, hereinafter called the First Party (which term and expression include and mean its heirs, successors, administrators, assignees and legal representatives) of the FIRST PART;
2. Shri................................ S/o........ R/o.... hereinafter called the Second Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the SECOND PART;
3. Shri...... S/o......... R/o.............................. hereinafter called the Third Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the THIRD PART;
4. Shri...... S/o......... R/o.............................. hereinafter called the Fourth Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the FOURTH PART;
5. Shri...... S/o......... R/o.............................. hereinafter called the Fifth Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the FIFTH PART;
6. Shri...... S/o......... R/o.............................. hereinafter called the Sixth Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the SIXTH PART;
7. Shri...... S/o......... R/o.............................. hereinafter called the Seventh Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the SEVENTH PART;
8. Shri...... S/o......... R/o.............................. hereinafter called the Eighth Party (which term and expression include and mean his heirs, successors, administrators, assignees and legal representatives) of the EIGHTH PART; and
WHEREAS the parties hereto have been interested in undertaking suitable construction projects ..............................................................................................
WHEREAS as per understanding between the parties hereto, the construction contract aforesaid is to be carried out by the parties in partnership;
WHEREAS parties hereto have, therefore, agreed to execute the contract aforesaid in partnership on terms and conditions mutually agreed upon between them;
AND WHEREAS all parties desire that the terms and conditions so agreed upon between them be reduced into writing in order to avoid any doubts, disputes or ambiguities thereabout in future.
NOW THEREFORE THIS DEED WITNESSETH AS UNDER:
1. ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
2. That the parties shall:--
(a) be just and faithful to one another and shall render true account and full information affecting the partnership firm to one another;
(b) pay their separate and private debts and indemnify the other party or parties and the partnership assets against the same.
(c) carry on the partnership business to the greatest mutual advantage;
3. That the initial partnership capital shall be contributed by the parties within two months hereof or such extended period as may be mutually agreed upon in the following manner--
1.......................
first party
2.......................
second party
3.......................
third party
4.......................
fourth party
5.......................
fifth party
6.......................
sixth party
7.......................
seventh party
8.......................
eighth party
In case the parties do not deposit in full the capital contributions indicated against each, they shall be liable to pay interest @ 15% per annum till the deficiencies are made good by them. The partnership capital may be increased or decreased from time to time as may be mutually decided by the parties.
5. That the principal place of business shall be situated in the Bombay.
6. That the name & style of this partnership shall be............ANZ (Overseas Project). Other construction contracts as may be undertaken by this partnership shall be assigned in such name or names as may be mutually decided from time to time.
7. That the profits and losses of the partnership shall be divided amongst the parties in the following manner:--
8...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
9. ...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................
10. That separate set of books shall be maintained for the partnership business and on ..........................................................................................................
11. That no partner shall:--
(a) Without the consent of the others assign or mortgage his partnership interest to any person or party;
(b) Lend money or give credit to or have any dealings on behalf of the partnership with any person, firm or party whom the other partners would have previously forbidden to trust to deal with.
12. That any export incentives, entitlements etc., that may be received in the name of the first party in relation to the Construction Contract shall be on the account of and on behalf of this partnership.
13. That all the acts, deeds and things done in good faith by any of the parties hereto whether done in his own name or in the name of the partnership in connection with partnership business or in furtherance of the partnership interest shall be deemed to have been done by him on behalf of all the parties hereto and the partnership and the other parties shall be duly bound thereby.
14. That interest shall be paid on the capital accounts of parties but interest @ 15% per annum or such other rate or rates as may mutually be agreed upon from time to time, shall be paid on any loan or deposits received from time to time shall be paid on any loan or deposits received from any of the parties.
15. That the parties may by mutual agreement make withdrawals from time to time which in the first instance shall be adjusted against their respective shares of profits and in the event of their withdrawals exceeding their share of profit, interest @ 15% per annum shall be charged on such excess withdrawals commencing from the accounting period next following.
16. That this partnership cannot except with the consent of the first party be dissolved by any party earlier than the completion and expiry of the maintenance period or extended maintenance period of the Iraq Contract. The parties may however, mutually agree to the retirement of any of the second to eighth party in which event the retiring party shall be entitled only to the repayment of the balances in the capital, current, loan accounts etc., as on the date of retirement. Subject to and except as provided hereinabove, the partnership is `at will' and can be dissolved by any of the parties by giving two months previous written notice of his intention in that behalf at the expiration of which the partnership shall stand dissolved.
17. That the appointments in respect of the supervisory staff, engineers, workers etc., for being sent to Iraq shall be made by the first party in consultation with or by the second, third, fifth and seventh party.
18. That the matters not specifically provided in this deed, unless otherwise mutually agreed, shall be governed by the provisions of Indian Partnership Act, 1932.
19. That in the event of any disputes arising between the parties or their legal representatives about the interpretation of this Deed or their respective rights and liabilities thereunder or any matters whatsoever touching upon the partnership affairs whether in the course of or on or after the termination of the partnership, the same shall be referred to three arbitrators one to be appointed by the first party and two others to be appointed jointly by the remaining parties and the decision of such arbitrators shall be binding on all the parties. In the event of conflict of decision between the arbitrators, the matter will be referred for settlement to an umpire to be appointed by consent of all the three the arbitrators whose decision shall be binding.
20. That expenses and payments etc., that have been met by the first party on and in connection with the construction contract shall be on partnership account.
IN WITNESS WHEREOF the parties hereto have signed this partnership and set their respective hands hereto in the presence of witnesses:
Witnesses:
1.................................
2.................................
(FIRST PARTY)
(SECOND PARTY)
(THIRD PARTY)
(FOURTH PARTY)
(FIFTH PARTY)
(SIXTH PARTY)
(SEVENTH PARTY)
(EIGHTH PARTY)
