Partnership Deed- 5

and any of the Partner or her authorised agent shall at all times have free access to and the right to inspect and copy the same.

14. ANNUAL ACCOUNTS

14.1. On the January 1 of each year during the continuance of the partnership an account shall be taken of all the capital, assets and liabilities and of the profits and losses of the partnership so that actual receipts and payments alone shall be taken into account (or, including therein the profits carried or losses incurred but not actually received and paid) for the preceding year and shall be signed by each Partner. Such an account when signed shall be binding on the Partners.

14.2. Subject to Clause 14.1 above any manifest error in the annual account if discovered within 6 months of the signing of the accounts as contemplated in Clause 14.1 shall be rectified.

14.3. After the Partners sign the annual account the net profits (if any) of the partnership business for that year shall be divided between them in accordance with the provisions of this Partnership Deed. (Provided that if either Partner refuses to sign the general account without assigning any valid reason for such refusal, a copy of the general account shall be posted to her by registered post and the account shall be deemed to be signed by her on the date of such posting). 

15. GOODWILL

The goodwill of the partnership firm is owned exclusively by the firm. In the event of any Partner's retirement, insolvency, expulsion or death, such Partner or receiver of the estate of an insolvent Partner or such deceased Partner's legal representatives shall not be entitled to claim any right in the partnership's goodwill. However, they shall only be entitled to be paid the amount standing to such partner's capital account or loan account, if any, after taking into account the profits or the losses and the debit balances, if any upto that date. No retiring or expelled partner or receiver of the insolvent partner or legal representative of a deceased partner shall raise any claim that the goodwill of the partnership is valued or that she has a share in the goodwill. In the event of the death or retirement or expulsion or insolvency of any partner, the firm's name and the goodwill, the tenancy rights in the business premises, if any, and licences shall belong to the firm and neither heirs of the deceased partner nor the retiring or expelled or insolvent partner shall have any right whatsoever therein.

16.

RETIREMENT

If any partner is desirous of retiring from the partnership she shall be entitled to do so by giving three months notice in writing to the other partner of her intention to retire and from the expiration of such notice, her interest in the partnership shall cease.

17. INSOLVENCY

A partner shall cease to be a partner of the firm on and form the date of the insolvency of such partner. The Official Assignce and/or the Receiver of such an insolvent partner shall not have any share in the profits or losses of the firm from the date of such insolvency. The amount due and payable to the official assignee and/or receiver shall be paid in accordance with provisions of these presents.

18. Duties of Partners: 

Each partner shall:

(a) Punctually pay her separate debts and indemnify the other partner and the assets of the partnership against the same and all expenses thereof.

(b) Upon every reasonable request, inform the other partner of all letters, accounts, writings and other things which shall come to her hands or knowledge concerning the business of the partnership;

(c) Forthwith pay in and deposit with the firm all money, cheques and negotiable instruments received by her on account of the partnership business;

(d) Afford every assistance and co-operation in her power and use her skill and endeavour in the conduct and promotion of the partnership business for their mutual advantage and benefit;

(c) Be entitled to carry on any business other than the business or business similar to that carried on by this partnership in her individual capacity or with other's. However, any partner may carry on such similar partnership business/businesses either in her individual capacity or with other's if the other partner consents to it.

 19. ACTS FORBIDDEN: 

Neither partner shall without the consent of the others:

(a) Take any apprentice or hire or (except in cases of gross misconduct) dismiss any agent or servant of the partnership;

(b) Lend any of the money or deliver upon credit any of the goods of the partnership to any person or persons whom the other partner shall have previously forbidden her to trust;

(c) Except in the ordinary course of business give any security or promise for the payment of money on account of the partnership:

(d) Stand surety or furnish a guarantee for any person or do so or knowingly suffer anything whereby the partnership property may be endangered;

(e) Assign or charge her share in the assets or profits of the firm;

(f) Draw or accept or endorse any bill of exchange or promissory note on account of the firm;

(g) Sign any cheque on behalf of the firm for a sum exceeding Rs 5 lakhs;

(h) Remit the whole or any part of any debt or sum due to the partnership;

(i)Except in the ordinary course of trade, dispose of by pledge, sale or otherwise any part of the partnership property:

(j) Buy, order or contract for any immovable property or any goods or articles for the use of the partnership exceeding the value of Rs. 5 lakhs.

20. DETERMINATION IN CERTAIN EVENTS

If either party shall-

(a) Commit a breach of any of the provisions of this deed:

(b) Commit an act of insolvency; or

(c) Become physically or mentally unfit to attend to the business of the partnership; or

(d) Do or suffer any act which would under the law be a ground for dissolution of the partnership by the court, then and in any such case the other partner may within 6 calendar months after becoming aware thereof by notice in writing determine the partnership and in that case, she shall have the option (to be exercised at the time of giving such notice) of purchasing the share of the other partner in the capital and assets of the business upon the like terms as are set forth in Clause 18 hereof in relation to purchase by a surviving partner of the share of a deceased partner.