PARTNERSHIP DEED

THIS DEED OF PARTNERSHIP is made and executed at Bangalore on this

02.07.2020 by and between:

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 1. Sri. XYZ S/o Sri. ABC, aged about 34 years , residing at Bangalore
555555, having pan no ABCDE0000A hereinafter referred to as the First
party(Wherever the context may so admit include his heirs and
successors).

2. Sri. ABC H V S/o Sri. XYZ H V, aged about 51 years, Tumakuru 555555,
having Pan no ABCDE0000Z party of the second part(Wherever the
context may so admit include his heirs and successors).

WHEREAS the above referred first and second parties were desirous of
carrying on the business of E Commerce Platform , and other allied
business.in partnership under the name and style of M/s. ABC
ENTERPRISES in accordance with the partnership deed of even date.

AND WHEREAS it is deemed expedient and desirable to reduce the terms and
conditions governing this deed of partnership in writing:

NOW, THEREFORE, THE DEED OF PARTNERSHIP WITNESSETH AS

UNDER:

1. Main Business activity is below

 To carry on the business of online shopping, net marketing,
marketing of consumer and other goods, internet advertising
and marketing, creating virtual malls, stores, shops, creating
shopping catalogues, providing secured payment processing,
net commerce solutions for business to business and
business to consumers, online trading in and outside India
but does not include banking and money circulating business.
 To carry on the business of buying, selling, reselling,
importing, exporting, transporting, storing, developing,
promoting, marketing or supplying, trading, dealing in any
manner whatsoever in all type of goods on retail as well as on
wholesale basis in India or elsewhere.
 To carry on all or any of the following business activities
relating to the provisions of Electronic Commerce services to
Business Organizations either directly or through
collaboration, joint venture, or under licenses and/ or trade
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 agreements. E-mail services, Electronic Data Interchange
(EDI), Enhanced telefax Services, Electronic Information
Services i.e., database Services to support commercial
exchanges, other intercompany network applications and for
the above purposes, to establish, in India, Messaging
backbone network interconnecting different parts of the
country in a phase manner and to import such hardware,
software and/ or technology from time to time as may be
required.

2. That the business shall be carried on under the name and style of M/s.
ABC ENTERPRISES which may be changed with the mutual consent of all
the parties to this deed.

3. The firm shall have its principal place of business at No. 29/7 38th cross,
JSS Public school road, 8th block - Jayanagar, Bengaluru - 560070, or any
other place or places as many be decided by the parties from time to time.

4. The partnership shall be deemed to have commenced on and from

02.07.2020

5. That the capital of the partnership business shall be contributed by the

partners as per their needs and requirements. and that amount shall carry
a simple interest of 12% per annum on 31 st march of every financial year,
unless contributed by each of the partners shall be credited to their capital
accounts in the books of the partnership , the said excess capital
contributed provided always that in case of loss or inadequacy of profit ,
the rate of interest shall be nil or lower than 12% per annum as may be
mutually decided upon from time to time ,interest on the partners’ capital
in the firm shall be payable debiting the profit & loss account and likewise
credit to his capital on the last day of the accounting year. Provided that if
there is any amendment to sub –clause(iv) of clause(b) of section 40 of the
income tax Act 1961, the same shall amendments in the deed of
partnership, unless otherwise decided by the partners.

6. That all parties shall be the working partner of the firm being actively
engaged in the conduct of the business of the firm and they shall be

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 devoting their time and energy for the purpose of the business of their
services rendered to firm which shall be shared between the working
partners equally at the end of the year depending on the books profit as
per section40 (b) of the income tax Act 1961. However remuneration in
aggregate shall not exceed the limits computing according to the method
of computation as laid in sub-clauses(b) of section 40 of the income tax Act
1961 and is reproduced below:-

METHOD OF COMPUTATION

If the book profit is less

Rs.150000/- or 90% of book
1 or Equal to Rs.3,
profit whichever is higher
00,000/-
On the balance of book
2 At the rate of 60%
profit

(i) Provided that the amount of remuneration, so arrived at to be paid to

the working partners shall accrue at the end of the accounting year and
shall be determined, in accordance with the aforesaid radio when the
final accounts of the partnership are made and shall debited to profit &
loss account on the last day of the accounting year before any division
of profit is made and likewise shall be credited to the partners
respective capital account.

The meaning of “book profit “shall be as defined in explanation 3 of

section 40(b) of the income tax Act 1961 or any other provision thereof
for the time being in force.

a) Provided in case the firm suffers loss on the basis of the

income as computed under the provisions of income tax
Act, 1961 no remuneration shall be payable if the partners
mutually decide:
b) Provided that if there is any amendment in the aforesaid
method of computation as laid down in sub-clause (v) of
clause (b) of section 40 of the income tax Act 1961the
same shall stand substituted accordingly with effect from
the date of such amendment in the deed of partnership,
unless otherwise decided by the partners:
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 ii) All expenses related to the payment of interest and remuneration
(salary) paid or credited to the partners shall be debited to profit and
loss account and taken into consideration in arriving at the net dividend
profit or loss amongst the partners.

7. That the profit and losses of the business shall be shared by the partners
in the following proportion:

Profit Loss
Party of the first part 50% 50%
Party of the Second part 50% 50%

8. That a bank account or bank accounts in the name of the firm shall be
opened in any schedule/cooperative bank, which shall be operated by all
the parties in their individual capacity, subject to any instruction as given
to the bankers from time to time.

9. The partnership shall be Done “AT WILL”

10.That regular books of accounts shall be maintained which shall be kept at

the registered office of the business and would be open to inspection at all
reasonable time to all partners or their authorized representatives who
will be free to take copies thereof. The accounts shall be closed annually
on 31st march of every tear and the profit and losses shared in the profit
sharing ratio as referred above in clause no.7

11.That none of the partners, without written consent of all the other
partners shall:

(a) Assign, mortgage or charge his/her share in the asset of the firm,

(b) Lend money belonging to the firm; or

(c) Except in the ordinary course of the business, dispose of by pledge,

sale or otherwise, any partnership property or profits.

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 12. That each party has entered into this partnership in his/her individual
capacity and shall:

(a) Carry on the business of the firm to the greatest common advantages;

(b) Be just and faithful to the other partners and shall render a true and
full information affecting the firm to the other partners or their legal
representatives; and

(c)pay his/her separate and private debts relating to his separate

business (es) and shall indemnify the other partners and the
partnership assets against all proceeding, claims or demand in respect
thereof.

13.That the parties hereto are authorized to raise loans wherever deemed
expedient for the purpose of the business and the said loan will be used
only for the benefit of the firm and no such amount is to be used for the
personal benefits.

14.That any partner can retire from the firm by giving at least 1 months
prior notice and he/she will not be entailed for any balance standing in
the capital account and after making necessary adjustments for profit /
losses which shall be due as on the date of his/her retirements.

15.That in the event of demise of any partner(s), any one person

representing the deceased being the eldest male child or in the
alternative spouse or any other legal heir next in the line would step
into the shoes of the deceased and would be taken as partner, if the
surviving partners mutually agree.

16.The clauses of this deed shall be subject to alteration, additional or

deletion with the mutual consent of the partners.

17.This partnership business is AT WILL and can be dissolved as and

when decided by the partners hereto mutually .in case of dissolution of
the firm the net asserts whatsoever would be available after meeting
out all the business liabilities including loans shall be distributed

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 among the partners in the proportion to their profit sharing ratio as
referred above in clause no.7.

18.All the disputes and differences in connection with this deed arising
between the parties shall be referred to arbitrators one to be
appointed by each party in dispute and in case of difference of opinion
between the arbitrators then to the determination of the umpire
selected by the arbitrators . This will be governed by the India
Arbitration Act, or statutory modification thereof.

19.The provisions of the Indian partnership Act, 1932, shall apply as

regards the matters which are not expressly provided for herein above.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR HANDS

IN PRESENCE OF THE WITNESSES:

Sl No Name Signatures
ABC
1

2 XYZ

WITNESSES

1. 2.

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