Legal Document & Contract Repository

================================================================================ DEED OF PARTNERSHIP (EXECUTED UNDER THE PROVISIONS OF THE INDIAN PARTNERSHIP ACT, 1932) ================================================================================ THIS DEED OF PARTNERSHIP is made, entered into, and executed at Mumbai on this 2026-10-01: BY AND BETWEEN: 1. Amitabh Sen, S/o Late Shri Subir Sen, Aged about 38 years, residing at B-402, Sea Green Apts, Worli, Mumbai, Maharashtra - 400018, Permanent Account Number (PAN): AAAPS1234M (hereinafter called the "PARTY OF THE FIRST PART"); AND 2. Rajesh Nair, S/o Shri K. R. Nair, Aged about 35 years, residing at Flat 12, Sunrise Residency, Bandra West, Mumbai, Maharashtra - 400050, Permanent Account Number (PAN): BBVPN5678Q (hereinafter called the "PARTY OF THE SECOND PART"). (The Party of the First Part and the Party of the Second Part are hereinafter collectively referred to as the "Partners" and individually as a "Partner", which expressions shall include their respective legal heirs, executors, administrators, and permitted assigns.) -------------------------------------------------------------------------------- RECITALS -------------------------------------------------------------------------------- WHEREAS: A. The Partners above-named are persons qualified to contract under the Indian Contract Act, 1872 and possess relevant commercial experience, technical expertise, and business acumen. B. The Partners have mutually decided to pool their resources, capital, experience, and efforts to carry on business in co-partnership under the provisions of the Indian Partnership Act, 1932 (Act IX of 1932) on the covenants, terms, and stipulations herein contained. NOW, THEREFORE, THIS DEED WITNESSETH AND IT IS HEREBY MUTUALLY CONVENANTED AND AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. NAME AND STYLE OF THE FIRM: 1.1 The business of the partnership shall be carried on under the trade name and style of: "M/s Apex Innovations & Co." (hereinafter referred to as the "FIRM"). 1.2 The Partners may, by mutual written consent, alter or change the name of the Firm from time to time with intimation to the Registrar of Firms and tax authorities. 2. PRINCIPAL PLACE OF BUSINESS & BRANCHES: 2.1 The principal place of business and registered office of the Firm shall be situated at: Suite 304, Nariman Point, Mumbai, Maharashtra - 400021 2.2 The Firm may establish, open, operate, or relocate branch offices, processing centers, or administrative units at such other places within India or abroad as the Partners may mutually decide in writing. 3. COMMENCEMENT DATE & DURATION (PARTNERSHIP AT WILL): 3.1 The partnership constituted under this Deed shall be deemed to have commenced on 2026-10-01. 3.2 The duration of the partnership shall be a "PARTNERSHIP AT WILL" within the statutory meaning of Section 7 of the Indian Partnership Act, 1932. 3.3 Any Partner desiring to retire from the Firm may do so by giving at least 30 (thirty) days prior written notice to the other Partner(s). 4. NATURE AND OBJECTS OF THE BUSINESS: 4.1 The Firm shall carry on the business of: Information technology consultancy, enterprise software development, cloud infrastructure design, digital business solutions, and allied commercial trade activities. 4.2 The Firm may undertake such other business, trade, manufacture, or commercial activities as the Partners may unanimously agree upon from time to time. 5. CAPITAL CONTRIBUTION & ADDITIONAL CAPITAL: 5.1 The initial capital of the Firm shall be ₹10,00,000/- (Rupees Ten Lakh Only), which has been contributed by the Partners in the following proportion: - Party of the First Part (Amitabh Sen): ₹6,00,000/- (60%) - Party of the Second Part (Rajesh Nair): ₹4,00,000/- (40%) 5.2 If further working capital is required, the Partners may contribute additional capital or advance loans to the Firm in such proportion as mutually agreed. 6. STATUTORY INTEREST ON CAPITAL (SECTION 40(b) INCOME TAX ACT): 6.1 Simple interest at the rate of 12% (twelve percent) per annum, or such other maximum permissible rate as prescribed under Section 40(b)(iv) of the Income Tax Act, 1961, shall be credited and paid to the Partners on the credit balances in their respective capital/current accounts at the end of each accounting year. 6.2 If there is an overall loss in any financial year, or the profit is insufficient, the Partners may unanimously decide to reduce or waive interest on capital for that financial year. 7. REMUNERATION TO WORKING PARTNERS (SECTION 40(b) COMPLIANT): 7.1 Both Amitabh Sen and Rajesh Nair shall be "WORKING PARTNERS" of the Firm within the statutory definition of Section 40(b) of the Income Tax Act, 1961, and shall actively devote their full time and attention to the conduct of the affairs of the Firm. 7.2 In consideration of their services, the working partners shall be entitled to receive monthly remuneration as under: (a) Party of the First Part (Amitabh Sen): ₹40,000/- per month; (b) Party of the Second Part (Rajesh Nair): ₹40,000/- per month; PROVIDED ALWAYS that the aggregate remuneration payable to all working partners shall not exceed the allowable statutory limits prescribed under Section 40(b)(v) of the Income Tax Act, 1961: - On the first ₹3,00,000 of book profit or in case of a loss: ₹1,50,000 or 90% of book profit (whichever is more); - On the balance of book profit: 60% of book profit. 7.3 If the aggregate remuneration exceeds the statutory ceiling under Section 40(b)(v), the remuneration shall be proportionately scaled down. 8. PROFIT AND LOSS SHARING RATIOS: 8.1 The net profits of the Firm, after deducting all business expenses, depreciation, interest on capital, and working partner remuneration, shall be divided between the Partners, and losses (including capital losses) shall be borne by them in the following proportion: - Party of the First Part (Amitabh Sen): 60% (Rupees Sixty Percent) - Party of the Second Part (Rajesh Nair): 40% (Rupees Forty Percent) Total: 100% (One Hundred Percent). 9. BOOKS OF ACCOUNT & FINANCIAL YEAR: 9.1 Proper and complete books of account shall be maintained by the Firm, reflecting all transactions, assets, liabilities, receipts, and payments. 9.2 The Accounting Year of the Firm shall commence on the 1st day of April of each year and shall close on the 31st day of March of the succeeding year. 9.3 At the close of each financial year, a general balance sheet and profit & loss account shall be prepared and audited by an independent qualified Chartered Accountant appointed by the Partners. 10. BANKING OPERATIONS: 10.1 The Firm shall open and maintain current/cash credit bank accounts in its trade name with one or more scheduled commercial banks. 10.2 The bank accounts of the Firm shall be operated in the following manner: Jointly by both Partners for cheques/transfers exceeding ₹50,000; and Severally for operational payments up to ₹50,000. 10.3 All cheques, drafts, and receipts received on behalf of the Firm shall be deposited promptly into the Firm's designated bank account. 11. DUTIES AND COVENANTS OF PARTNERS (GOOD FAITH): 11.1 Each Partner shall act in utmost good faith towards the other Partner in all transactions relating to the Firm, in accordance with Section 9 of the Indian Partnership Act, 1932. 11.2 Each Partner shall render true accounts and full information of all things affecting the Firm to the other Partner. 11.3 Neither Partner shall engage, directly or indirectly, in any competing business of the same nature that is likely to affect the business of the Firm adversely (Section 16 of the Act). 12. RESTRICTIONS ON INDIVIDUAL POWERS OF PARTNERS: 12.1 In accordance with Section 19 and Section 20 of the Indian Partnership Act, 1932, neither Partner shall, without the express prior written consent of the other Partner: (a) Assign, mortgage, transfer, or charge his/her share or interest in the Firm to any third party; (b) Submit any dispute relating to the business of the Firm to arbitration; (c) Open a bank account on behalf of the Firm in his/her own individual name; (d) Compromise, compound, or relinquish any claim, debt, or demand due to the Firm; (e) Withdraw any suit or legal proceeding filed on behalf of the Firm; (f) Admit any liability in a suit or proceeding against the Firm; (g) Acquire or purchase any immovable property for or on behalf of the Firm; (h) Transfer, sell, or mortgage any immovable property belonging to the Firm; (i) Stand as surety or guarantor on behalf of the Firm or in the name of the Firm for any third-party debt. 13. ADMISSION OF NEW PARTNER & RETIREMENT: 13.1 No person shall be introduced as a new partner without the unanimous written consent of all existing Partners (Section 31). 13.2 Any Partner may retire from the Firm by serving at least 30 (thirty) days written notice of his intention to retire to the other Partner(s). 14. NON-DISSOLUTION UPON DEATH OR INSOLVENCY (SECTION 42 COVENANT): 14.1 In terms of the proviso to Section 42 of the Indian Partnership Act, 1932, it is expressly covenanted that the Firm SHALL NOT BE DISSOLVED by the death, retirement, insanity, or insolvency of any Partner. 14.2 Upon the death of a Partner, the surviving Partner shall continue the business of the Firm. The legal heirs or representatives of the deceased Partner shall not automatically become partners, but shall be entitled to receive the deceased Partner's capital balance, accrued interest, and share of profits determined as of the date of death. 15. DISSOLUTION OF FIRM & SETTLEMENT OF ACCOUNTS: 15.1 If the Partners unanimously resolve to dissolve the Firm, the affairs and accounts of the Firm shall be wound up in accordance with Section 46 and Section 48 of the Indian Partnership Act, 1932. 15.2 The assets of the Firm shall be applied in the following order of statutory priority: (a) In paying the debts and liabilities of the Firm to third parties; (b) In paying to each Partner rateably what is due to him from the Firm for advances/loans as distinguished from capital; (c) In paying to each Partner rateably what is due to him in respect of capital; and (d) The surplus, if any, shall be divided among the Partners in their profit-sharing proportion. 16. DISPUTE RESOLUTION & ARBITRATION: 16.1 All disputes, controversies, or claims arising out of or in connection with this Deed of Partnership, or the breach, termination, or invalidity thereof, shall be referred to arbitration before a Sole Arbitrator appointed by mutual consent of the Partners. 16.2 The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996 (or any statutory re-enactment or modification thereof). 16.3 The seat and venue of the arbitration shall be Mumbai, India, and the proceedings shall be conducted in the English language. 17. JURISDICTION: 17.1 Subject to the arbitration clause above, the Civil Courts situated at Mumbai shall have exclusive territorial jurisdiction over all matters relating to this Deed. -------------------------------------------------------------------------------- SCHEDULE 'A': INITIAL CAPITAL CONTRIBUTION -------------------------------------------------------------------------------- 1. Partner 1: Amitabh Sen - ₹6,00,000/- (60% Equity Share) 2. Partner 2: Rajesh Nair - ₹4,00,000/- (40% Equity Share) TOTAL INITIAL CAPITAL: ₹10,00,000/- (100% Capital Pool) IN WITNESS WHEREOF, the Parties hereto have set their respective hands and seals to this Deed of Partnership on the day, month, and year first above written: SIGNED, SEALED AND DELIVERED BY: ________________________________________ ________________________________________ PARTY OF THE FIRST PART PARTY OF THE SECOND PART Name: Amitabh Sen Name: Rajesh Nair PAN: AAAPS1234M PAN: BBVPN5678Q IN THE PRESENCE OF WITNESSES: 1. Signature: ___________________________ 2. Signature: ___________________________ Name: _______________________________ Name: _______________________________ S/o: ________________________________ S/o: ________________________________ Address: ____________________________ Address: ____________________________ Phone: ______________________________ Phone: ______________________________