DEED OF PARTNERSHIP

This agreement made at Patna on this 25TH September 2016

BETWEEN

Mr. Sacin Kumar Sinha son of Sidheshwar Prasad Sinha resident of New
Bengali Tola, Near Devi Asthan, patna -800001 hereinafter referred to as
the ‘First Partner’ of the first Part;

AND

Mr. Lalu Kumar son of Late Varfilal Singh resident of Ratan Tola, Maner,
P.S-Maner, District-Patna hereinafter referred to as the ‘Second Partner’ of
the second Part.

INTRODUCTION:
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A. The Partners have decided to carry on the Business at Patna in the area 2
Bigha, 13 kattha and ½ decimal of land situated in Maner, Mehdawa,
bearing Holding Number- _____________, Circle Number- ______, Ward
Number- _____, situated at Danapur, District- Patna, Pin- _____________
under the style of “TRIDEV DAIRY FARM”.
B. The partners wish to record the terms of their partnership as set out in this
Deed.

OPERATIVE PROVISIONS:

1. Definitions and Interpretation

1.1 In this Deed (including the Introduction) unless the context
otherwise requires the following expressions shall have the
following meanings:
a. “Accountants” means firm of chartered accountants appointed
from time to time by the Partners or Partnership;
b. “Accounting Period” mean from 1st April of the year till 31st
March of the next year;
c. “Bank” means any nationalized/ schedule/ private banks;
d. “the Business” means the business or practice of TRIDEV DAIRY
FARM as detailed in Clause-4 of this deed;
e. “Business Day” means all the day except the national holidays;
f. “Continuing Partners” means the Partners who remain Partners
after an Outgoing Partner shall have ceased to be a Partner, on
the Succession Date;
g. “Commencement Date” means the date of starting the business;
h. “Lawyer” means an advocate who has the 5 year integrated
LL.B(Hons) degree from a law university;
i. “Partnership” means the partnership carried on by Partners as
constituted by this Deed;
j. “Partners” means the parties to this Deed (and any other person
who is admitted to the Partnership and agree to be bound by this
Deed) and the survivors or survivor of them or the person or
persons who shall from time to time and for the time being be
partners in the Partnership and “Partner” shall mean any one of
the Partners;

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 k. “Net Profits” means the profits of the Partnership shown by the
accounts prepared by the Accountants in relation to an
Accounting Period after charging all expenses [including any
payment if interest on capital and undrawn profits payable in
accordance with provision of this Deed];
l. “Outgoing Partner”means a Partner who for any reason ceases to
be a Partner;
m. “Partnership Assets” means all the assets of the Partnership from
time to time;
n. “Partnership Name” means TRIDEV DAIRY FARM;
o. “Succession Date” means the date on which the Outgoing
Partnerceases or is deemed to have ceased to be a partner under
this Agreement;
p. “Taxation”means any income tax, corporation tax, capital gains
tax, value added tax, national insurance contributions (whether
employer’s, employee’s or self- employed) and all interest or
other penalties levied or leviable thereon as well as all other
governmental levies or imposts in the nature of taxation and all
interests and penalties thereinin every case where leviable on the
Partners by reference to the Partnership in respect of the
Partnership business.
1.2 Any reference to a statute or statutory provision includes a reference
to that provision as amended, re- enacted or replaced from time to
time whether before or after the date of this Deed and any former
statutory provision replaced (with or without modification) by the
provision referred to and any subordinate legislation made under it.
1.3 In the case of an Outgoing Partner any such Partner who ceases to
be a Partner by reason of its insolvency, receivership or
administrative receivership shall except here the context otherwise
requires include its administrator, administrative receiver or
liquidator (as appropriate).
1.4 The clause headings shall not in any way affect the construction of
this Deed.
1.5 Except as otherwise specified in this Document, this Deed shall
ensure for the benefit of and shall be binding upon the successors,

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 executors, administrators or other representatives, successors and
assigns of the Partners.
2. Entire Partnership Agreement
2.1 This Deed contains the whole agreement between the Partners and
supersedes any prior written or oral agreement between the parties
in relation to the subject matter.
2.2 The parties confirm that they have not entered into this Deed on the
basis of any representations that are not expressly incorporated into
this Deed.
2.3 No oral explanation or oral information given by any party shall
alter or affect the interpretation of this Deed, except the investment
made by the first partner in the development of the area as stated
above and the same is to be deducted in the first profit of the
TRIDEV DAIRY FARM
3. Establishment of the Partnership and Business
3.1 The Partners shall become and be Partners with effect from the
Commencement Date in carrying on the Business.
3.2 The Partners shall at all times comply with the rules and regulations
of the laws relating to the business of TRIDEV DAIRY FARM.
3.3 The Partners hereby undertake to be responsible for and to bear all
the commitments of the Business from the Commencement Date.
4. Partnership name, place of business and type of business
4.1 The Partnership Business shall be carried on by the Partners under
the name and style of the Partnership Name or such other name or
names as may be agreed by the Partners.
4.2 The Partnership shall be known by and contract in the name of and
conduct the Business using only the Partnership Name from time to
time.
4.3 Each of the Partners acknowledges that all proprietary and other
rights in the Partnership Name are vested exclusively in the
Partnership.
4.4 The principal place of Business of the Partnership shall be Patna as
mentioned above and/or at such other place or places as may from
time to time be agreed between the Partners as a franchise or by any
other means as provided under the law.

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 4.5 To deal in the business of dairy by harvesting or processing (or
both) of animal milk – mostly from cows, but also from buffaloes,
goats in a separate manner and logo– for human consumption;
4.5.1 To deal in the typically located on a dedicated dairy farm or in a
section of a multi-purpose farm (mixed farm) that is concerned
with the harvesting of milk;
4.5.2 To deal in the installation of the "dairy plant," also referred to as a
"dairy", where raw milk is further processed and prepared for
commercial sale of dairy products;
4.5.3 To deal in the milking of the milk, the farm may perform the
functions of a dairy plant, processing their own milk into salable
dairy products, such as butter, cheese, or yogurt;
4.5.4 To deal in processes, distributes and sells dairy products, or a
room, building or establishment where milk is stored and
processed into milk products, such as butter or cheese;
4.5.5 To open shops for selling of the dairy product;
4.5.6 To deal in the food industry of dairy related product;
4.5.7 To deal in the selling and purchasing of the cows and buffalos;
4.5.8 To deals in the development of the Dairy plants and also to
process the raw milk they receive from farmers so as to extend its
marketable life.
4.5.9 To deal in the heat treatment to ensure the safety of milk for
human consumption and to lengthen its shelf-life, and
dehydrating dairy products such as butter, hard cheese and milk
powders so that they can be stored and then to sell in the market
4.5.10 To deal in the setting up of the Milking machines which are used
to harvest milk from cows when manual milking becomes
inefficient or labour-intensive
4.5.11 To enter into joint venture with other person and also to give
franchise of the name and product to other person;
4.5.12 To deal any other business which from time to time fruitful to the
business of the dairy related work as and when required.
5. Duration of partnership:
5.1 The partnership shall continue during such period as the Partners
shall be carrying on the said Business in accordance with the terms
and provisions of this deed.
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 5.2 The retirement or expulsion of any Partner or the admission of a
New Partner shall not dissolve the Partnership as regards the
Continuing Partners.
6. Partnership assets and restrictions
6.1 All assets used in the Partnership Business shall be loans to the
Partners in the relevant proportions. The legal estate in all freehold
or leasehold property purchased for the Business and the
Partnership shall be vested in Mr.Sachin Kumar Sinha as trustee for
all the Partners. The premises for which the Partnership Business is
carried on is a Partnership Asset and all rental, insurance, outgoing
or maintenance shall be borneby the Partnership.
6.2 No action shall be taken by or on behalf of the Partner in respect of
the consideration for implementation of any of the matters listed
below unless such matters shall have been approved by a majorityat
a meeting of the Partners or each of the Partners shall have
otherwise consented to:
6.2.1. The cessation of the Business or dissolution of the Partnership
save where it is insolvent;
6.2.2. The borrowing or raising of money whether or not on
thesecurity of any properties or assets of the Partnership or
the creation of any mortgage, charge or pledge upon or in
respect of the business or the assets of the Partnership or any
part thereof;
6.2.3. the making or guaranteeing of any loan or advance
whatsoever;
6.2.4. Otherwise than in normal course of business, the acquisition
or disposal by one or more transactions of any capital assets;
6.2.5. Purchase, sale, taking, or letting on lease or tenancy or other
acquisition or disposal by the Partnership of any real
leasehold property;
6.2.6. Any material change in the nature of the business of the
establishment of acquisition of any new business;
6.2.7. the entry into any material or loan term agreement or any
agreements with any person connected with either of the
partners;
6.2.8. The entry into any partnership or joint venture;
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 6.2.9. The initiation of any litigation or arbitration (other than the
collection of debts arising in ordinary course of business);
6.2.10. The opening of further bank accounts or the variation of bank
mandates;
6.2.11. Any act or thing outside the ordinary course of business or
other than on an arm's length basis;
6.2.12. The making of any distribution or other payment or
repayment of capital;
6.2.13. The appointment or removal of Accountants or Bankers;
6.2.14. The entry into any contract of employment.

7. Bankers
7.1 The bankers of the partnership shall be the Nationalized Bank/
Schedule Bank/ Private Bank or such other bank as the Partners
may agree or appoint from time to time.
7.2 All monies belonging to the partnership (except such money as are
required for current expenses) shall be paid into and deposited with
the Bank to the credit of an account of the Partnership.
7.3 Unless all the Partners otherwise agree all Partnership cheques shall
be signed by any two partners in accordance with terms of any
current bank mandate executed by the partnership in favour of the
Bank.

8. Capital
8.1 The capital of the partnership shall be the sum of Rs. 10,00,000/- or
such other sum as the partners may from time to time determine.
8.2 The partnership capital shall be contributed by and belong to the
partners in the proportions in which they are or would have been
entitled to share in the net profits of the partnership.
8.3 The initial contribution to the capital of the partnership shall be
transferred to the capital account.
8.4 No partner shall as long as it or he or she shall remain a partner be
entitled to withdraw any of the amount of capital credited to it in the
in the books of the partnership without first giving notice to the
other partners.

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 8.5 Interest on capital and undrawn profits shall accrue on a monthly
basis and shall be paid or credited up before any division of the net
profits of the partnership is made.
8.6 Any profits or losses or liabilities of a capital nature shall belong to
or borne by the partners in the proportions in which they are or
would have been entitled to share in the net profits of the
partnership.
8.7 A partner shall not be entitled to the return of capital contributions
except upon the termination of the partnership unless the partners
otherwise stipulate.

9. Profit and losses

9.1 The partnership share in the net profits of the partnership in the
following proportions:
[Sachin Kumar Sinha] - [ 50% ] per cent;
[Lalu Kumar ] - [ 50% ] per cent;
Any losses and liabilities shall be borne and paid by the partners in
the proportions in which they are or would be entitled to share in
the net profits of the partnership;[provided that any loss or liability
incurred through the wilful neglect or default of any partner shall
be borne and made good by the partner alone].
10. Advances and drawing

10.1 Each of the partners shall be entitled to in advance

[monthly/quarterly] on the last day of each [month/quarter] on
account of his share of the net profits of the partnership an amount
not exceeding Rs. 1,00,000/-of such other sums as partners may
from time to time determine.

10.2 No sum shall be drawn unless there is money in the partnership’s

bank account or there are banking overdraft facilities available.

10.3 After approval of the accounts of the partnership the partners shall in
respect of the relevant accounting periods or other period to which
such account relates be entitled to draw such part of the amount
which is equivalent to the share of net profits of the partnership to
which they are entitled as shown by such accounts less the aggregate

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 of the aggregate of their[monthly/quarterly] advances together with
any other amounts debited to their capital account.

10.4 Any part of the balance of the partner’s shareremaining undrawn

shall be credited to its capital account.

10.5 Notwithstanding any provision to the contrary each Partner

shallensure that its drawings are such that a credit balance on its
capital account is maintained at all times which is at least equal to its
proportion of the capital of the partnership as from time to time
determined.

10.6 If in any accounting period or other relevant financial period the total
amount of advances received by any partner (together with all other
terms debited to its capital account for that year or otherperiod)
shall on approval of the accounts be found to be in excess of its
shares as shown by such accounts, then that partner shall
immediately upon the adoption of the accounts refund to the
partnership the excess so advanced without interest.

11.Good faith, Just and Faithful

11.1 Each partner shall be just and faithful to the other partner in all
transactions relating to the business affairs of the partnership.

11.2 Each Partner shall give to the other partners full information and
explanation of all matters relating to the business or affairs of the
partnership when and so often as the same shall be reasonably
required.

11.3 Each Partner undertakes to and shall upon every reasonable request
inform the other partners of all letters, accounts, writings and other
things which have come into its possession or knowledge
concerning the business or affairs of the partnership.

11.4 All partners shall use their best endeavours to promote the
partnership business.

12. Negative covenants

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 12.1 Each partner undertakes while [she/he] it is a partner or after
ceasing to be a partner, not to use to the detriment or prejudice of
the partnership or (exceptwithin its authority as a partner) divulge
to any person any trade secret or any other confidential information
concerning the business investments or affairs of the partnerships
which shall not have become public knowledge (otherwise than
through its default).
12.2 No partner shall and shall procure that none of its officers,
employees or agents shall except with the prior consent of the other
partners:
12.2.1 assign mortgage or charge its share or interest in the capital of
the net profits of the partnership or the property of the partners
of any part thereof;
12.2.2 become bail surety, guarantor or security for any person, firm or
company or do a knowingly permit anything to be done
whereby the property of the partnership maybe seized, attached
or taken in execution.
12.3 No partner shall without the consent of a majority of partners or
other partners compound, release or discharge any debt which
shall be due owing to the partnership without receiving the full
amount thereof or agree to make any variation for any client or
debtor of the partnership of the normal scale of lease rentals,
interest or other normal terms of business of the partnership.
12.4 No Partner shall draw, accept, endorseor sign any cheque or other
bill of exchange or promissory note or contract any debt on account
of the partnership or employ any of the monies or effects of the
partnership or in any manner pledge the credit of the partnership
except in usual and regular course of business.
13. Indemnity
Without prejudice to any powers of expulsion vested in the Partners by
this deed or otherwise, if any Partner shall commit a breach of any of the
obligations set out in clause [11] and [12] he shall indemnify and keep fully
and effectively indemnified the other Partners from and against all losses,
damages, actions, proceedings, costs and expenses arising directly or
indirectly on account thereof.
14. Expulsion
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 14.1 If any Partner shall at any time during the continuance of the
Partnership:
14.1.1 becomes the subject of a proceeding in a winding-up,
bankruptcy, administration, receivership, insolvency or
similar action;
14.1.2 permits his share of the property of the Partnership to be
charged for his separate debt; or
14.1.3 fails to account for money received by it in respect of any
Partnership transaction; or
14.1.4 commits any fundamental breach (other than as specified
above) of this Deed which (if capable of being remedied) is
not remedied within fourteen(14) days of a request from the
other Partners to do so, then and in any such case the other
Partners (but only if they are more than one) may
(notwithstanding the provisions of this Deed in relation to the
duration of this Deed) at any time within three months after
becoming aware give notice in writing to that Partner (“the
Defaulting Partner”) immediately to terminate the Partnership
so far as concerns the Defaulting Partner.
14.2 In such circumstances. The Partnership shall be terminated so far as
regards the Defaulting Partner but without prejudice to the remedies
of the Continuing Partners for any antecedent breach of any of the
provisions of this Deed.
14.3 The continuing Partners shall acquire the share of the Defaulting
Partner against whom the Partnership is terminated in the capital
and assets of the Partnership upon the terms set out in this Deed.

15. Management and Meetings

15.1 Unless otherwise provided in this Deed or agreed by the Parties, all
matters which may arise during the continuance of the Partnership
relating to or affecting the management or conduct of the affairs of
the Partnership shall be decided by a [majority of votes]/ other
partner of the Partners with each Partner having one vote per
percentage of profits that he is entitled to from time to time.
15.2 At a meeting of Partners at which a resolution for the expulsion of
any Partner is sought the Partner in question shall be entitled to be
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 advised a reasonable time before the meeting of the grounds of its
proposed expulsion and shall be entitled to attend the meeting and
to be heard at that meeting.
15.3 No single resolution for expulsion shall relate to more than one
Partner, and all of the Partners other than the Partner whose
expulsion is sought must vote in favour of the expulsion resolution
or ratify in writing.
15.4 The day to day management of the Partnership shall be the
responsibility of the Managing Partner.

16. Books of Account

16.1 Proper book or records of account shall be kept by the Partners and
entries made of all such matters and transactions.

16.2 The book or records of accounts shall not be removed from the
Partnership premises, and each Partner may (by duly authorized
representative) at any reasonable time within normal business hours
inspect the books of account of the Partnership and examine the
details of prospects of the Partnership business.

16.3 As soon as reasonably practicable but not later than 11 months in

each year(or on such other date as the Partners may agree) the
Partnership shall make final accounts of profit and losses of the
partnership business and the same shall be final and binding on the
partners hereto and the profit and losses gained or incurred as the
same shall be divided between the partners hereto in proportion to
the respective shares herein above recorded.

16.4 The partnership accounts shall be signed by a duly authorized

representatives on behalf of all the Partners and when so signed
shall be binding on all of them except that if any manifest error shall
be found in the accounts and signed by any Partner to the other
partners within one month after such signature then such error shall
be rectified.

17. Outgoing Partner

17.1 Without prejudice to any powers of expulsion vested in the Partners
by this Deed or otherwise during the continuance of that notice), any
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 Partner shall be entitled to retire from the Partnership at any time on
giving not less than 15 days notice in writing in that regard.
17.2 In the event of any of the Partners ceasing to be a Partner for any
reason the following provisions of this clause shall have effect.
17.3 Following the Succession Date, there shall be preparation of the
accounts with the resulting profit or loss shown to be attributable to
the Outgoing Partner as reduced by the relevant proportion.
17.4 The amount in the accounts which appear to be due to the Outgoing
Partner in respect of interest on capital and undrawn profits in
accordance with this Deed and in respect of the proportion of his
share of the Net Profits of the Partnership down to the date of his
ceasing to be a Partner calculated in accordance with this Deed shall
with all convenient speed but in any event within 1 months of the
end of the accounting period during which such cessation takes
place be paid to the Outgoing Partner but without interest.
17.5 The share of the outgoing partner in the Net Profits of the Partnership
accruing after the date of such cessation shall be eliminated and the
Continuing Partners shall be entitled to such prophets in the
proportions shown opposite their names in this Deed (adjusted to
exclude the Outgoing Partner for this purpose) without the
Outgoing Partner or their estate or any person being entitled to any
part or to any payment.
17.6 The amount credited to the capital account of the Outgoing Partner
in the books of the Partnership as shown upon preparation of the
accounts shall be paid to the Outgoing Partner and the Outgoing
Partner shall from the Succession Date have no interest in the assets
or the Business of the Partnership which shall accrue to vest in and
belong to the Continuing Partners in the proportions specified in
this Deed.
17.7 The amount to be paid to the Outgoing Partner shall be paid in four
equal annual installments the first installment in every case being
paid within 1 month of the end of the Accounting Period during
which the Succession Date falls and the remaining installment being
paid within 3 months of equal installments.
17.8 Interest shall be paid at the rate which is 2% per annum above the
Bank’s base rate for the time being and from time to time on the
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 whole or any part of the said capital sum unpaid from the date on
which the Outgoing Partners ceases to be a Partner.
17.9 If the said installments or interest on any part of the Installment shall
be in arrears and unpaid for 15 days after the time appointed for
payment then the whole balance of the said capital sum then
remaining unpaid shall become payable immediately and shall carry
interest at the rate which is 3% per annum above the Bank’s base
rate for the time being and from time to time untilpaid.
17.10 The Continuing Partners may at anytime pay in advance for make
payments on account of any of the unpaid sums or installments
referred to in this clause.
17.11 The liability of the Continuing Partners for any payments to be made
under this Deed to the Outgoing Partnershall be joint and several
but as between themselves shall be borne in the proportions
specified in this Deed as Continuing Partners.
17.12 Upon the retirement or expansion of any of the Partners,all
Partnership property, list of clients, tapes,disks, letters and other
documents relating to the business of the Partnership shall remain in
the hands of or be delivered by the Outgoing Partner to the
Continuing Partners and the Outgoing Partner shall not retain
copies of any of them. Title in and copyright in all such documents
shall vest in the Partnership absolutely else the continuing partners
will have the liberty to file criminal or civil case.
18. Appointment of Lawyer/ Advocate:
18.1 Each Partner irrevocably appoints every other partner and person
deriving title under the last surviving or Continuing Partner to be its
attorney in the event of Partnership being desolved, only for the
purposes of getting any Assets completing payment of any debts of
the Partnership and of giving notice to any clients or suppliers of the
Partnership and for these purposes, the advocate/lawyer may make
or execute any relevant Deed or instrument.
18.2 In consideration of the covenants by the other Partners contained in
this Deed each of the Partners irrevocably appoints each and any of
the other Partners as its attorney for the purpose of signing
executing and doing all notices, documents,deeds, acts and things
which in accordance with the provisions set out in this Deed in
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 relation to an Outgoing Partner are or maybe at any time required to
be signed, executed or done by it.
19. Admission Of New Partners:
19.1 In the event that any Partner wishes to invite a new Partner into the
Partnership, that Partner must obtain the unanimous consent of the
other Partners.
19.2 In the event that any person is invited to become a new Partner in the
Partnership, the proportion in which such person will be entitled to
share in the Net Profits of the Partnership will commence at such
level as may be determined by the Partners at that time.
20. Notices:
20.1 Any notice given in connection with this Deed must be in writing
and maybe served by hand or by leaving it at or sending it by
registered recorded delivery on courier to the party at the addresses
set out at the beginning of this Deed (or to such other addresses as
the recipient may notify to the other parties for the purpose of the
service of the notices).
20.2 Such notice will be effectively served:
20.2.1 On the day of receipt, where any hand delivered letter or fax
message is received on any Business Day before or during
normal working hours;
20.2.2 on the following Business Day where any hand delivered letter or
fax message is received either on any Business Day after normal
working hours or on any day which is not a Business Day; or
20.2.3 on the second Business Day following the day of posting of any
registered recorded delivery or certified letter sent postage
prepaid.
20.2.4 The place of Notice will be
TRIDEV DAIRY FARM
_______________
__________

_______
21. Dissolution
On any dissolution of the Partnership its affairs shall be wound up in
accordance with the Indian Partnership Act; provided that the ultimate
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 residue (if any) of the Partnership’s asset for appointment of any losses
shall be divided or attributed between the Partners in the proportions in
which they are entitled to share in the Net Profits of the Partnership for the
time being.
22. Governing law and Jurisdiction:
22.1 In the event of any dispute between the partners, the dispute will be
firstly referred for arbitration. All disputes or differences between
the partners of any person associated with it during the continuance
of this Agreement shall be referred to arbitration of Mr. Sumeet
Kumar Singh, Advocate, Patna High Court, Address: FlatNo.
202,ShashiSudamaNiketan, Road No. 2, Near Nala Road Petrol
Pump, Rajendra Nagar, Patna, Bihar who shall decide the dispute
or differences himself or refer it to such other arbitrator or board of
arbitrators nominated by him with the consent of the parties for
award which shall be final and binding on the parties.
22.1 In the event of any dispute between the customer and the TRIDEV
DAIRY FARM, the dispute will be firstly referred for arbitration to
Mr. Sachin Kumar Sinha who shall decide the matter of himselfor
shall refer the matter to the Lawyer.
22.3 That this Partnership Agreement shall in all respects be governed by
Indian Law, and the Partners submit to the exclusive jurisdiction of
District- Patna, State- Bihar and waives all rights to object to forum.

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