THIS DEED OF RETIREMENT made at New Delhi this __ day of __ 200 _
BETWEEN
1.____________________________age years, occupation – _____,
2.____________________________age years, occupation – ___, both residents of hereinafter called the PARTY NUMBER ONE, (which express shall, unless repugnant to the context, mean and include their heirs, executors, administrators and assigns) of the One Part
AND
1. ____________________________age __years, occupation – _____,
2. ____________________________age ___years, occupation – ____, both
residents of
3. M/s _______, a company registered under the Indian Partnership Act 1932, having its office at hereinafter called the PARTY NUMBER TWO, (which express shall, unless repugnant to the context, mean and include their heirs, executors, administrators and assigns) of the Other Part.
WHEREAS originally, the No. 1 of the party No. 1 amd the No. 1 of the party No. 2 along with Shri had entered into a partnership;
AND WHEREAS, accordingly, the No. 3 of the party No. 2 was registered as a partnership firm, and since then, the said firm had been working and operating in the city of Delhi as builders and contractors;
AND WHEREAS in the said firm, on ________, two more partners were added, that is to say, the No. 2 of the party No. 1 and the No. 2 of the party No. 2;
AND WHEREAS the said Shri had retired from the said firm, on____;
AND WHEREAS since then, the present parties had been operating as the partners of the said firm, the Nos. 1 and 2 of the party No. 1 having 60 per cent interest, and the Nos. 1 and 2 of the party No. 2 having 40 per cent interest;
AND WHEREAS the said firm has successfully undertaken and completed a number of projects and earned considerable amounts of profits;
AND WHEREAS by way of investment, the said firm had invested its money in a number of properties;
AND WHEREAS of late, differences between the partners having cropped up, they had about six months back agreed in principle to plan the business of the firm in such a way that one of the branches retires from the firm;
AND WHEREAS, accordingly, to minimise the undertakings of the firm, the parties had also entered into agreements, assigning rights over certain properties as described herein below;
AND WHEREAS the parties found that by mere assignments, the problems cannot be solved, as some of the undertakings will have to be continued for a considerable time to come;
AND WHEREAS, therefore, the parties mutually decided that the party No. 1 shall retire from the said firm, and the party No. 2 shall continue to operate the said firm;
NOW, THIS DEED WITNESSES, and it is hereby mutually agreed by and between the parties as follows :
1.That the party No. 1, that is to say, Shri and Shri do hereby retire from and go out of the partnership firm, viz. M/s Gemini & Company, i.e. the No. 3 of the party No. 2, and as on today, the total firm consists of the Nos. 1 and 2 of the party No. 2, namely Shri and Shri
2.That earlier, by an agreement, dated___, the Nos. 1 and 2 of the party No. 2 had agreed to take assignment of the rights over the properties bearing Survey Nos.______,____and____, on the payment of Rs._____to the party No. 1. Thereafter, on______, the parties had again entered into an agreement of assignment in respect of the property bearing Survey No. 45 of Erandwana, Pune City, excluding the sanctioned and pending scheme on the payment of Rs.___unto the party No. 1 and also by an agreement, dated__, a similar assignment of Survey No. ___, of was effected in favour of the party No. 2 on the payment of Rs.____. To the party No. 1.
3.That, however, now, since the party No. 1 is retiring, all these assignments have become redundant, and so as to make comprehensive provision, it is hereby agreed in supersession of the said agreements that the party No. 1 and 2 of the party No. 2 shall pay to the party No. 1 a total sum of Rs.__by way of refund of capital, share of goodwill, share of profits, assets and appreciation and all and whatsoever claims that the party No. 1 does have in and against the party No. 3 of the party No. 2 or the Nos. 1 and 2 of the party No. 2. Of these amounts, the party No. 1 so far received a sum of Rs. _____on different counts under different agreements, and, now, a sum of Rs. _______/- has yet to be paid by the party No. 2 to the party No. 1, and the said payment is to be made as under:
(A)Rs. _________/- at the time of the execution of these presents; and
(B)Rs. _________/- on or before __ day of______, and thereafter,
(C)Rs. _________/- per month upto the end of_____, i.e. for a
period of ___ months.
4.That from this date, the party No. 1 ceases to be the partners in the said firm, and they shall neither be liable for any transaction, dealings or liabilities of the said firm, nor shall they have any right to claim or recover any amounts of the said firm.
5.That all the assets, debts, book-debts, materials, furnitures and fixtures of the firm shall continue to be the properties of the party No. 2 wherein the party No. 1 shall henceforth have no right, title or interest whatsoever.
6.That by way of further clarification, it is to be on record that the office bearing No. 6 in the is the exclusive property of the No. 1 of the party No. 1. Likewise, Flat No. __ in the building at is the exclusive property of the No. 1 of the party No. 2; the _______ car bearing No. MH-34/AD-1754 is to be the exclusive property of the No. 1 of the party No. 1, while the ______car bearing No. MH-34/AD-1754 is to be the exclusive property of the No. 2 of the party No. 2.
7.That the firm is presently having its office at in hired premises, and the said premises have been furnished at its costs. However, in view of the fact that the removal of the said furniture will cause a great loss of value, the tenancy rights over the said premises along with the furniture are given to the party No. 1. The telephone connection bearing No. 5656234, which is in the name of the party No. 1 of the party No. 2 shall continue to be the exclusive property of the No. 1 of the party No. 2. The Opal imported car bearing No. MH-34/AD-1754 is the property of the firm, though it was purchased and, therefore, stands in the name of the No. 1 of the party No. 1. However, the same is the property of the firm, and hence, has been given to the party No. 2.
8.That as a result of this retirement, the rights of the firm over the properties bearing Final Plot No. Survey No. ___ of _____ and the rights over Survey No. ____of ______, including the scheme under construction as well as the balance of the vacant land have now become the exclusive rights of the Nos. 1 and 2 of the party No. 2, and they shall be at liberty to deal with the said properties as they please, and the party No. 1 shall have no claim, right, title or interest in or over the said properties.
9.That by way of abundant caution and clarification, it is further recorded that the office No. 45 in the building at which is held by the No. 1 of the party No. 2 as a tenant, shall continue to be the exclusive property of the No. 1 of the party No. 2.
10.That the party No. 2 may admit any more partners and may deal with assets of the firm, as the Nos. 1 and 2 of the party No. 2 may deem fit.
11.That the party No. 2 shall be entitled to receive and recover all the outstandings, debts and claims of the said firm and hall also be liable to pay and discharge all the liabilities of the firm.
12.That the unfinished scheme of the firm at Survey No. __of ______ will be completed by the party No. 2 by recovering from its members the outstanding dues and by carrying out the construction in the said scheme.
13.That the party No. 1 hereby assures and undertakes to sign all the necessary papers, documents, consents, deeds, affidavits, etc., which may be required for transferring any of the properties in the name of the party No. 2 or for giving proper effect to this deed of retirement.
14.That by this deed of retirement, the original partnership-deed, dated___, is further amended, and henceforth, the only partners in the firm shall be :
(i) Shri having per cent share and interest in the firm and profits, and
(ii) Shri having per cent share and interest in the firm and profits.
IN WITNESS WHEREOF the parties hereto have signed here under at Nagpur the date first above mentioned.
1. Sd/-
2. Sd/-
PARTY NUMBER ONE
1. Sd/-
2. Sd/-
PARTY NUMBER TWO
Witnesses :