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C 621809

DEED OF PARTNERSHIP '~6 ,NOVlO\l

THI~ DEED OF PAR~ERSHIP is made at Raipur [Chhattisgarh] on thid.'~7rhfI7; .
. BY tND BETWEEN: • ,"_ ~ - ,
•
(1) ASHISH VERMA S/o Shri Avadh Ram Verma, aged about 29 years, resident of House No.-
~88, Indira Awas, Daldal Seoni, Raipur, Chhattisgarh [hereinafter called Partner of the
FIRST PART];
I
AND

(2) HITESH KUMAR RAO S/o Shri Kallelu Kanta Rao, aged about 26, years, resident of Gali
No.-I, Fafadih, Behind Kailash Besan Mill, Ward-22, Raipur, Chhattisgarh [hereinafter called
,lI>artnerof the SECON_D PART]; .

n.,L,rrt,C"Ll'le
partners hereto of the FIRST and SECOND part are desirous of joining hands with
~~~~~'!) ocommence and carryon the business in the partnership and;

"___---vv~ S it is deemed expedient to reduce into writing the terms, conditions & stipulations,
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hich the said partnership shall be carried on.' ~ ,
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621810

~ The Partnership business shall stand commenced from the Tenth day of November, Two
Thousand Seventeen (10.11.2017) and shall be: .

To develop, organise, promote, establish, acquire, run or manage Health clubs and Health
Centres, Yoga Centres, Massage parlours, Gymnasiums, physiotherapy centres on
membership basis or otherwise and buying, selling, reselling, storing, promoting, marketing
or supplying, trading, dealing in any manner whatsoever in all types of health care products
• for body care and to do all acts and things as may be considered necessary and expedient for
the attainment of aforesaid objects.

Any other business as the Partners may decide mutually from time to time.

E DURATlON OF PARTNERSHiP FIRM:

he time duration of the Partnership shall be AT WILL. Provided, however, that the Partner
desiring to retire from the firm shall give one calendar month's notice in writing.

CJ) FIRST ACCOUNTING YEAR OF THE PARTNERSHIP FIRM:

The first accounting year of the firm shall start from 10.11.2017 and will be up to end on

Ch~:;:C
31.03.2018 and the accounting year of the firm shall be financial year and it shall be open to

: the partners to mu~a~ a:;~me;~nI. ~

· .
 (6) KEEPING OF BOOKS OF ACCOUNT OF PARlNERSHIP FIRM:
The usual books of account shall be kept and maintained properly posted up and shall not be
removed from the place of business without the previous consent of both the partners. Each
partner shall have free access to them at all time and shall be at liberty to make such extracts
there from as he may think fit.

(7) BANK ACCOUNT:

Each partner shall pay all moneys, cheques and negotiable instruments received on account
of the firm into the firm's bank account(s). All the parties to this deed of partnership hereby
agree that the Partner of the FIRST PART and Partner of the SECOND PART will be
competent to operate the bank account only Jointly anywhere on behalf of the firm.

. CAPITAL REQUIREMENT OF THE PARlNERSHIP FIRM:

H
l 'I? ipital requirement of the Partnership shall be furnished or arranged for by both the partners
- nq '''lly or as they shall mutually agree. Interest @ 12% per annum or as may be prescribed
SAR u1i.d section 40(b )(iv) of the Income-tax Act, 1961 or any other applicable provisions as
'i~CATE ty e iri force in the Income-tax assessment of the Partnership Firm for the relevant
: G.) 4ctb tingperiod shall be payable to the partners on the amount standing to be credit of the

Afacio,.
G01/14 nt of the partners. Such interest shall be calculated & credited to the account of each
,.~r ~~the close of the accounting year.

C\t~" PPLICABILITY OF INTEREST: .

.' However, in the case of loss or lower income, rate of interest can be NIL or lower than 12%
as may be agreed to by and between the partners from time to time.

(10) REMUNERATION OF WORKING PARlNERS:

Partner of FIRST and SECOND part have agreed to work in the Partnership Firm as working
partners. In order to remunerate the working partner for their working it is decided that the
remuneration payable to partners shall be as under.-

(i) The remuneration payable to working partners shall be calculated at the prescribed
percentage of the "BOOK PROFIT" under relevant provision of the Income Tax
Act, as amended from time to time;

(ii) For the purpose of above calculation, "BOOK PROFIT" shall be computed as
defined in Section 40(b) of the Income Tax Act, 1961 or any other applicable
provision as may be in force for the Income Tax assessment of the Partnership Firm
-. for the relevant accounting period.

The remuneration payable to the above said partner shall be credited to their
. a~count(s) at the close of the accounting period when final accounts of the
.partnership are made up and the amount of remuneration shall fall due to him as
determined in the above manner.

The present slab as per Income Tax Act, 1961 is as under:

: (a) On the book profit is up to To the extent of available book
Rs. 3000001- or in case of profit upto Rs. 1500001- or 90% of
loss book profit, whichever is more.
(b) Above Rs. 3,00,0001- 60%

(v) The total remuneration so calculated will be distributed amongst the working
partners as under.-

PARlNER OF THE FIRST PART 50%

[ASHISH VERMA]

PARTNER OF THE SECOND PART 50%

[HITESH KUMAR RAO]
1 6 NOV 20l1.
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 However, in case of loss or lower income, remuneration can be NIL or lower than above as
may be agreed to by and between the partners from time to time. The partners may change
the remuneration at any time after recording it in writing.

(11) SHARING OF PROFITS AND LOSSESS OF THE PARTNERSHIP FIRM:

The net profit or loss of the partnership business as per the accounts maintained by the
Partners after deduction of all expenses relating and incidental to the business of the
partnership including rent, salaries other establishment expenses as well as interest on capital
and/or remuneration to working partner (if any) in accordance with the clauses of the
Partnership deed shall be divided and distributed among the partners on the close of the
accounting year in the following proportion:-
PROFIT/LOSS Sharing ratio

PARTNER OF THE FIRST PART : 50%

it r [ASHISH VERMA]

PARTNER OF THE SECOND PART 50%

1:'<\**
JCATE. [HITESH KUMAR RAO]
G.) *j
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il/Ii' 100%
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~~).:¢ .!15L
.. e partners, may, from time to time, change the profit sharing ratio, depending upon the
~ ~~ject in hand, individual contribution of capital by the partners, working contribution by the
individual partners etc. Hence partners may, from time to time agree to share the profit or loss
of the firm in different ratio for different projects, as they may agree in writing from time to
time;

(12) DEBTS:
(a) Each partner shall punctually pay his separate debts and indemnify the other partner
or partners and the assets of the firm against the same and shall pay expenses on
account thereof.

(b) It is agreed amongst parties that working partners are jointly authorised to
mortgage, assign, transfer any assets / rights in favour of any bank, financial
institution, any other person for any consideration such as loan, premium etc.

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(c) Loans in the name of the firm and for the purpose of the firm may be raised by both
the partners in joint capacity and loan documents must be signed by both the
partners.

PROPERTY OF THE PARTNERSHIP FIRM:

/y a). '~hat any Land, Building, Machinery, vehicle, or any Movable or Immovable assets,
* purchased in the name of any partner with the capital of the firm can be treated as
* pr~~erty of this firm as per mutual consent.

That each partner shall be individually entitled/authorised to receive cheques / cash

from any autonomous Corporation, Department or Departments, Government/Semi
Government, Firms, Limited Public Ltd., Companies and any other entities including
individuals and can authorise person(s) to issue receipts or acknowledge the receipt of
cheques or cash from such entities.

(14) AUTHORITY:
That this firm shall apply for obtaining registrations, permits, lease or leases, licenses,
permits, and or authority letters, that would be necessary in the regular course of business and
this all shall be done by both the partners with their signatures individually. The authorisation
to partners is full and complete and no separate power of attorney shall be required to be
given to them.

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(15) GOOD WILL OF PARTNERSHIP FIRM:
In the event of retirement of either of the working partner or dissolution of the firm, Goodwill
of the firm shall be enjoyed i.e. the ownership of the Goodwill shall vest with the Partner who
bids higher value than the other working partner and willing to pay the bid amount within
reasonable time as may be decided by the partners. It is hereby agreed between the partners
that the partner, other than the partner agreeing to purchase goodwill by paying agreed
consideration, shall not use the Firm Name "Rambo Jim" to carryon the business in any
manner.

(16) EQUAL RIGHTS OF PARTNERS OF PARTNERSHIP FIRM:

(a) That both the partners shall have individually rights and privileges to use, to make or
put claims, to pass receipts, to accept payments, to purchase or sell goods on cash or
credit, to enter into contracts, to enter into agreements, to cancel contracts or
agreements, to enter into lease agreement, to purchase or sell raw materials, finished
products, machinery, plants, parts and tools, to transfer, to mortgage, to pledge goods,
and properties, to represent this firm before all offices and courts, Civil and Criminal
or Revenue, Taxation, Railway, Customs Excise, Labour Unions, and labour
Authorities, Local bodies, to present documents, either made by this firm in favour of
others and or made by others in favour of this firm for registration, to have inspection
and take copies of records, to appoint commission, to have negotiations, to have
Arbitrations, to appoint, engage, dismiss, suspend or charge sheet labourers and or
staff and in short to do all necessary work in the regular course of business and as
well to appoint or suspend the agencies or agents for either sale or purchase of goods.

Each Partner shall be just and faithful to the others or other of them and shall at all
times give to such other or others of them full information and truthful explanation of
all matters relating to the affairs of the Partnership and offer every assistance in his
power in carrying on the business for their mutual advantage.

(17) SELL/MORTGAGE OF SHARE OF PARTNER OF PARTNERSHIP FIRM:

That no partner shall without the consent in writing of the other partners, shall sell, assign,
pledge or mortgage his share or interest and right in this partnership firm.

(18) MANAGEMENT OF PARTNERSHIP FIRM:

Both the partners are authorised to manage, carryon the business of partnership to the best of
their ability and judgement for the greatest common advantage to all. They are Jointly ~. .
authorised to enter in to any contract/agreement for on behalf of the firm in connection with
the business of the partnership firm; to exercise all powers necessary for performing business
activities to the best advantage of the partnership business and to represent the firm before
any State/Central Govt. Offices and all other concerns for the all business matters.

Lend any of the moneys or deliver upon any of the goods to any person or persons
on credit to whom the other partner or partners shall have forbidden him to trust.

Give any security or promise for the payment of money on account of the firm
unless in the ordinary course of business.

Enter into any bond or become bailee or surety of any person or knowingly cause or
suffer to be done anything whereby the partnership property may be discharged.

(d) Draw, accept or endorse any bill of exchange or promissory note on account of the
firm, unless in the ordinary course of business.
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 Any partner committing in breach of any of the foregoing stipulation shall indemnify the
other partners from all losses and expenses on account thereof.

(20) EFFECT OF DEA TH, RETIREMENT, INSOL VENCY AND LUNACY OF ANY
PARTNER:
The death or retirement of any partner shall not dissolve the firm. In the event of the death of
a partner the legal heirs and/or lawful claimants of the deceased partner shall be treated as a
partner instead of deceased partner.

(21) DISSOLUTION RATIO:

In the event of dissolution of the firm, the surplus assets/liabilities of the firm remaining as on
the date of dissolution shall be distributed amongst the partners in their Profit sharing ratio as
mentioned in clause no.11 of this partnership deed.

(22) ARBITRATION CLAUSE:'

All disputes and differences whatsoever which shall either during the partnership or
afterwards arises among the partners or their respective representative of any other partner to

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--.,.. any matter in any way relating to the partnership business or the affairs thereof duties of
/VO' iabilities of any partner under these presents shall be referred to a single arbitrator in case the
ners agree upon one or otherwise to two arbitrators one to be appointed by partner of the
-.:., \firs; art nd one by second part to the difference in accordance with and the subject to the
_.~~) ~. 1 n to the Arbitration and Conciliation Act, 1996 or any other statutory modifications
::'. .. f for the time being in force.
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.J ~*A LICABILITY OF INDIAN PARTNERSHIP ACT 1932:
; "< 'hat for all points not mentioned herein above the provisions of Indian Partnership Act 1932
or any other statutory modifications thereof for the time being in force shall be applicable.

IN WITNESSES WHEREOF the partners here to have set their respective hands the day and year
first hereinabove written.

SIGNED BY THE WITHINNAMED

PARTNER OF THE FIRST PART
(ASHISH VERMA)

SIGNED BY THE WITHINNAMED ]

PARTNER OF THE SECOND PART ]
(HITESH KUMAR RAO) ]

IN THE PRESENCE OF

1. SIGNATURE _ 1. SIGNATURE _

2. NAME _ 2.NAME _

3. ADDRESS _ 3.ADDRESS _

4. AGE

THER'SNAME
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