RETIREMENT-CUM-ADMISSION DEEDTHIS INDENTURE made at Mumbai this

day of , One Thousand Nine Hundred Ninety

AND WHEREAS the party/parties hereto of the One Part expressed his/her/their desire to
retire on and with effect from day of , 199 from the said Partnership
of leaving the party/parties hereto of the Second Part as the sole and absolute owner/s of all
the Assets and Liabilities of the said Partnership of including the
Goodwill thereof
AND WHEREAS the party/parties hereto of the Second Part has agreed for the Retirement of
the party/parties hereto of the One Part
AND WHEREAS the party/parties of the Third Part herto expressed his/her/their desire to join
the party/parties of the Second Part as partner to which the parties hereto of the Second Part
agreed. AND WHEREAS the party/parties hereto have expressed his/her/their desire to record
the terms and conditions of Retirement of the Party/Parties hereto of the One Part and
admitting party of the Third Part as new partner into writing.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS :
1. The party/parties hereto of the One Part has/have retired from the Partnership of
on and with effect from day of , 199 and the party of the Third Part is admitted on the
same day.
2. Valuation and estimation of accounts to the mutual satisfaction of all the parties hereto
have been made of all the properties, assets, credits and effect of the said business of including
the goodwill and the liabilities thereof as on the day of , 199 and the Continuing
Partner/s being the party/parties hereto of the Other Part have agreed to pay the amount of
Rs. ( Rupees ) to the party/parties hereto of the One Part respectively on or
before 199 that shall stand credited to the Loan accounts of the party/parties hereto of the
One Part respectively on finalization of accounts of the Partnership Business of for
the period ending , 199 in full and final settlement of the accounts of the Retiring
Partner/s in the Partnership of
3. It is also agreed by and between the parties hereto that the Continuing Partner/s and New
Partner shall become the absolute owner/s of the all the assets, liabilities, stock in trade,
property, fixtures, articles and goodwill of the said business of and shall
also be entitled to carry on and continue the said business under the name and style of
4. In order to better enable the Continuing Partner/s and New Partner/s to get in and receive
the Partnership estate, effects, assets and Premises the Retiring Partner/s hereby irrevocably

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appoints them the Continuing Partner/s and New Partner/s the true and lawful attorneys of the
Retiring Partner/s in his/her/their names severally or jointly with and in the name of the other
of them of the Continuing Partner/s and New Partner/s or otherwise but at the sole risk and
costs of the Continuing Partner/s and New Partner/s to ask, demand, sue for recover and receive
and to sign and give full and effectual receipt and discharge for all and singular the debts,
estates and effects of or due or owing or in anywise belonging to the said Partnership or any
party thereof with sufficient power and authority to settle all accounts, reckonings, matters
and things whatsoever relating to the said business with all and every or any person/s
whosoever and to compound for or release all or any of the debts or claims belonging thereto
and to submit the same or any questions or controversy relating thereto to arbitration and
otherwise to act in the premises in all things for the purposes aforesaid and generally to take
and prosecute every and any method expedient whatsoever for recovering and receiving the
said Partnership estate, effects or any part thereof in as full ample beneficial a manner to all
intents and purposes as they the Retiring Partner/s and the Continuing Partner/s might or
could jointly have done in case the said Partnership had been still subsisting.

5. The party/parties hereto covenant with each other that the Continuing Partner/s and New
Partner/s shall pay and satisfy or cause to be paid and satisfied all debts and liabilities of the
Partnership on the date of the retirement of the Retiring Partner/s and the Retiring Partner/s
shall have no responsibility -----------------------------------------------------------------
and liability of paying and satisfying the Liabilities of any sort of the Partnership Business on
the day of their retirement except that the payment of Income Tax by the Retiring Partner/s on
account of any Income accruing to them respectively from the Partnership till the date of their
retirement shall be paid and discharged by the Retiring Partner/s only to whomsoever it may
belong and the Continuing Partner/s shall not be responsible for the same.

6. The Retiring Partner/s hereby agrees and undertake/s to sign, execute and do all such things
in respect of further documents, deeds, acts and things as the Continuing Partner/s and New
Partner/s shall reasonably require for completely and effectively carrying out this Deed of
Retirement.

7. The partnership Business shall be continued to be carried on in the firm name and style of
and may further be carried on in such other name or names as the parties of Second Part and
Third Part hereto may mutually agree upon from time to time.

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8. The Partnership shall be deemed to have come into force on and from the day of

9. Duration of the Partnership Business shall be "AT WILL".

10. The Partnership Business shall be continued to be that of and further any other business as
the party/parties hereto may mutually agree upon from time to time.

11. The Partnership business shall be continued to be carried on at and may

12. Capital of the Partnership Business shall consist of such sum or sums as may be contributed
by the party/parties hereto from time to time and additional fund required for running the
partnership business may be borrowed from banks, financial institutions and/or any other
such sources with or without security as the parties hereto may mutually agree upon from
time to time.

13. Interest at such rate as partners may decide from time to time or such lower/higher rate as
may be prescribed under section 40(b) (iv) of the Income Tax Act, 1961 shall be payable by
the partnership firm on the amount standing to the credit of the capital and/or current or loan
account of the partners. The partners shall be at liberty to increase or reduce the above said rate
of interest from time to time. Partners may agree by mutual consent to waive or reduce the rate
of interest payable to them in respect of their capital and loan accounts in the case of losses
or of small profits or because of difficult financial position of the business of the firm.

14.a. It is agreed by and between the parties hereto that the following partner/s (herinafter
referred to as "working partner/s") who are devoting their time and attention in the conduct
of the affairs of the Firm as the circumstances and business needs may require, shall be paid
remuneration to the following partners:-
of the Income Tax Act, 1961.
Sr.No. Name of the Partner Either Or
1.
whichever is lower
The total remuneration, bonus, commission payable to the working partners shall be worked out
as per limit laid down by section 40(b) of the Income Tax Act, 1961. It is specifically agreed

3
that the total remuneration, bonus, commission payable to working partners shall not exceed Rs.
50,000/- per annum, incase of loss or small profits.
b. The remuneration payable to the working partners as above shall be credited to their
respective accounts on ascertainment of book profits. The partners shall be entitled to increase,
reduce or waive the above remuneration and may agree to pay remuneration to other partner
or partners. The parties hereto may also agree to revise the mode of calculating the above
remuneration and decide to pay remuneration and grant other benefits.
c. The net profits of the partnership business after deducting interest credited to the
partners' capital account and remuneration payable to the working partners in accordance
with this clause of the Deed Of Partnership shall be divided and distributed amongst the
partners on the close of the accounting year in the following ratio:
S.No. Name of the Partners Share %
1.
2.
3.
------
100%
======
Losses include the loss of capital, if any shall be borne by the parties hereto in the same
roportion.

15. Account shall be maintained for all the transactions of the Partnership Business and Books
of Accounts shall be closed and adjusted for each Financial Year on 31st March and Balance
Sheet and Profit and Loss Account of the Partnership Business shall be drawn for each
Financial Year within reasonable time after the end of Financial Year.

16. Account of the Partnership Business shall be continued with the present Bank and may
further be opened with such Bank or Banks as the parties hereto may mutually agree upon from
time to time and shall be operated by the parties hereto either jointly
------------------------------------------------------------------
and/or severally.

17. Each Partner shall be just and faithful to the other Partners and shall diligently attend to the
Partnership Business. No Partner shall without consent in writing of the other Partners
(a) assign or pledge his/her share and interest in the Partnership to any other person.

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(b) lend money give credit or have any dealings with any person whom the other Partners shall
have previously forbidden him/her to trust.

18. If any Partner desires to retire from the Partnership he/she shall give three Calendar months
notice in writing to the other Partners expressing clearly his/her intention to retire from the
Partnership and on the expiry of the period mentioned in the notice such Partner shall be
deemed to have retired from the Partnership.

19. Death, insolvency or retirement of any Partner from the Partnership shall not dissolve
the Partnership and Surviving Partner/s may continue to carry on the Business either as the
Sole Proprietor or in Partnership with others/either in Partnership with themselves or with
others as may be mutually agreed upon by and between the Surviving Partners. All the
disputes and questions whatsoever whether between the parties hereto or between one of them
and the legal heir or legal representative of the other or between their respective heirs or legal
representative and whether during or after the determination of this Partnership and
whether in relation to the interpretation of these presents or to any act or omission of a party to
the dispute or as to any act which ought to be done by the parties in dispute or any of them in
relation to any other matter whatsoever touching these presents shall be referred to a single
arbitrator, if the parties can agree upon one and in case the parties do not agree, to two
arbitrators one to be appointed by each party to the dispute and in case of difference between
the arbitrators, to the Umpire to be appointed by the arbitrators before they enter upon the
arbitration and the award and the decision of the single arbitrator or of the two arbitrators or of
the Umpire as the case may shall be final and binding upon both the parties and the provisions
of the Indian Arbitration Act, 1940 or any statutory enactment for the time being in force as to
arbitration shall apply so far as may be to such arbitration.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their
respective hands and seals the day and year hereinabove written.

SIGNED, SEALED AND DELIVERED )