I. GENERAL

Black’s Law Dictionary defines “Drafting” as : “ The practice, technique, or skill involved in preparing legal documents – such as statutes, rules, regulations, contracts, and wills – that set forth the rights, duties, liabilities, and entitlements of persons and legal entities.” Drafting of various deeds and documents is an exercise of properly understanding the legal principles having a bearing on the subject-matter of such deeds and documents. Drafting of documents is a legal, and not merely a technical, task. Knowledge of legal principles governing the particular document is essential.

Taxation laws involve in themselves innumerable civil Acts. Without the knowledge of all such Acts, a tax professional cannot be properly equipped to conduct the cases. For instance, the personal laws, i.e., the Hindu Law, the Mohammedan Law, the law applicable to Christians and Parsis, Contract Act, Land Acquisition Act , Rent Control Acts, Transfer of Property Act, Evidence Act, Sale of Goods Act and many other laws are relevant and get involved while dealing with a tax case. The tax laws and civil laws are supplementary to each other.

The field of conveyancing and draftsmanship is very well-studied and much has been written by the English and Indian legal luminaries on the subject. Drafting of deeds requires unfailing knowledge and understanding of the relevant law. However, many of the books available on drafting contain stereotype drafts, which neither give a solution to the varied and different problems faced by the concerned parties in the existing complexities of law nor give an understandable reading. The documents drafted on hypothetical basis do not give a real insight or a solution to the actual problems faced in the day-to-day working.

Many kinds of deeds and documents are required to be written and it is not possible to enumerate each of them. E.g.,

∙ Documents for personal requirements, like, adoption, gifts and documents for HUF - from creation to its partition; Partnership firms - from their formation to dissolution and other entities like trust, societies and companies.

∙ Families also are not free from the disputes. Hence, deeds for release, retirements, and partition, etc., in relation to properties.

1∙ Transfer of immovable properties has become very cumbersome and

costlier but has also become the pressing need of every person of

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DRAFTING OF DEEDS AND LEGAL DOCUMENTS

commercial world. Hence, documents, such as agreement to sale, sale deed, mortgage deed, settlement of properties, inter alia, for religious and trust purposes, apart from as surety and so many other purposes involving different types of transactions.

∙ The present era is of multi-storeyed complexes and markets. Therefore, agreements for development to the ultimate sale of flats.

∙ The commercial society is heavily dependent on borrowings and financing. As such, financing documents, starting from request for loan to its repayment, mortgage deeds, surety deeds, power of attorney, transfer of mortgage, assignment of debt, etc.

∙ Sale and distribution of goods constitute essential parts of developing trade. Therefore, a variety of agency agreements and documents concerning hypothecation, sale and distribution.

∙ Arbitration award in relation to differences which go for arbitration.

II. MEANING OF CERTAIN TERMS

A. Conveyancing

The expression “conveyancing” is of English origin. It means an art of drafting deeds and documents, whereby any right, title or interest in an immovable property is transferred from one person to another. This may be said to be the technical meaning of the expression. However, the drafting of commercial and other documents is also included in that expression. According to Black’s Law Dictionary, “conveyancing” is “The act or business of drafting and preparing legal instruments, esp. those (such as deeds or leases) that transfer an interest in real property.”

B. Conveyancing and Drafting

It may be remembered that the terms ‘conveyancing’ and ‘drafting’ convey almost the same meaning though that they are not inter-changeable. However, ‘conveyancing’ is restricted to documents or deeds concerned with the transfer of property whereas ‘drafting’ carries a general meaning of preparation of documents and, therefore, it may cover all types of documents in a business usage. ‘Drafting’ is, thus, wider term than ‘conveyancing’.

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C. Terminology Used in Deeds and Documents

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Deed An instrument in writing, purporting to effect some legal dispositions.

Declaration Statement made act of declaring.

Document As defined by section 3(18) of General Clauses Act; Section 29 of IPC; Section 3 Indian Evidence Act

Instrument A formal legal document whereby a right is created or confirmed or a fact recorded; A formal writing of any kind, like an agreement.

Mortgage Transfer of an interest in immovable property for the purpose of securing the payment of money advanced or to be advanced by way of loan.

Mortgage Deed The instrument of mortgage by which the transfer of interest in immovable property is effected

Mortgagee Transferee of the mortgaged property

Mortgagor One who transfers an interest in specific immovable property by creating a mortgage. Section 58(a) of TP Act.

Vendee One who purchases any thing or property.

Vendor One who sells anything. Section 28(2)(a) of Specific Relied Act.

Deponent One who deposes or gives evidence [Section 13 CPC; Section 291(2) Cr PC].

Legatee A person designated to perceive a property under a Will.

Legacy Something received by Will.

Legal representative One who lawfully represents another in any matter.

Testator One who makes Will.

Drawer One who draws Bill or Cheque or Negotiable Instrument.

Drawee One on whom the Bill or Negotiable Instrument is drawn.

Lessor By whom lease is made.

Lessee Person in whose favor lease is made.

Pledge To give as security under possession.

Hypothecation To declare a lien over the assets committed as security.

Hire purchase System by which hired article becomes the property of the hirer after a stipulated number of payments

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Recital Formal description of facts in a legal document closely connected with the matter or purpose of the document itself.

Actionable claim A claim to any debt amount due section 8, 7 and 130 of TP Act. Decreetal demand amount.

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Karta or Manager Senior most male member of the HUF. Any body on his behalf in his incapable position is called manager.

Co-parcener Every male member up to three degrees.

Insolvent One whose assets are less than his debts

Member of family Every person who joins the HUF by birth or by marriage.

Defaulter One who fails to perform some legal requirement or obligation

Principal debt Original money taken as loan.

Dissolution deed The document evidencing the breaking of partnership

Partition deed Instrument evidencing the partition of HUF.

Arbitrator The person who is chosen or appointed by the parties or court to decide a dispute.

Retirement Withdrawing from the position as partner.

Attorney The person duly appointed or constituted to act for one another person in business or legal matters.

Affidavit A written statement by the person called deponent by whom it is voluntarily signed and sworn or affirmed. Section 3 of General Clauses Act.

Bond Personal binding for certain amount on performance.

Security Property deposited or made over in order to secure ones fulfillment of an obligation.

Charge An obligation, lien, encumbrance or claim on property. Section 35 of TP Act.

Indemnity Bond Protection or insurance against loss or damage.

Collaboration Process of working in combination.

Liquidator Person appointed to carry out winding of a company.

Immovable property Shall include land, benefits to arise out of land and things attached to the earth or permanently fastened to any things attached to the earth. Section 2(25) General Clause Act; Section 3 of T. P. ActDoes not include standing timber, growing crops or grass through fastened to earth.

Lease A transfer of a right to use property made for a certain time in consideration of a price paid or promised.

Deponent The person who makes an affidavit.

4III. PROPER DRAFTING

A. Essential elements of drafting

The draftsman must bear in mind the following essential elements of drafting, namely :-

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(i) consistency,

(ii) coherent arrangement,

(iii) normal language, and

(iv) punctuality.

B. Principles of drafting

The draftsman must bear in mind certain well-recognized principles of drafting, which are given below:

(i) Clarity

(ii) Design

(iii) Precision

Accordingly, the legal document drafters must observe the following elementary techniques regularly and meticulously, in order to make the writing clear, accurate and concise and yet readable and easily comprehensible :

(a) Familiar word should be preferred to the far-fetched one.

(b) Avoid old-fashioned words and phrases.

(c) Unnecessary words should be cut out.

(d) Use single word instead of a group of words.

(e)Short word should be preferred to the long one.

(f) Small sentences should be preferred to the long ones.

(g)Simple sentences should be preferred to the compound.

(h)Use minimum legalese and jargon.

(i) Active voice should be preferred to the passive voice.

“Never change your language unless you wish to change your meaning, and always change your language if you wish to change your meaning”.

(iv) Communicabilty.5

Words and Phrases to be avoided

A major contribution to the archaic style of legal writing comes from a group of 36 words, which play a key role in making legal writings complex and sound antiquated, and are derived from here, there, where, who and whom. They are :

Hereby, Herein, Hereof, Hereto, Hereunder, Herewith, Hereafter, Hereinafter, Hereinbelow, Hereinabove, Hereinbefore, Heretofore, Hereunto, Thereby, Therein, Thereof, Thereto, Thereunder, Therefor, Theretofore, Whereby, Wherein,

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Whereof, Whereas, Wheresoever, Whosoever, Whomsoever, Whereupon, Wherewith, Wheretofore, Wherefore, Wherefrom, Whereon, Wherethrough, Whereto, Whereunto.

Prefer the familiar word

Language experts insist that the most important facet of writing is word choice. The tendency to use heavy, uncommon or pompous words makes legal writings complex and difficult to read and understand. If you follow some basic rules in choosing words, your writing will surely be worth reading. To liberate your readers from misery of reading, the minimum that we should do is to follow the advice of H W Fowler and F G Fowler in The King’s English: “Any one who wishes to become a good writer should endeavor, before he allows himself to be tempted by the more showy qualities, to be direct, simple, brief, vigorous, and lucid.

The choice of words plays an important role in making your writing easy to understand to yours readers. If you wish your reader to understand your writing with no trouble, you must be very careful in the choice of words. Then your writing becomes readable by even those who do not belong to your profession (and a majority of the readers of your writing are so, your clients most of whom have no legal background). It is said that what most legal writers write is unintelligible to even to their counterparts and judges. Once you become sensitive to the reader’s comprehensibility, you naturally become careful about the word choice.

Take four words that legal writers often use: commence, in the event of, prior to and subsequent to. All these words have plain alternatives start/begin, if, before and after respectively, which can convey the same meaning as aptly and effectively as their complicated counterparts, but legal writers would not use them as though the complicated ones acquire supernatural power, when they are written in legal documents.

Take another example. Legal writers use the phrase impugned order/judgment. No one uses this word in formal or informal writing except legal writers. The word ‘impugn’ literally means to attack physically or by arguments or criticism; oppose or challenge as false or questionable. Its overuse makes the writing unnecessarily clumsy, and sometimes it is used wrongly.

6There are also many superfluous words and phrases used in legal writing; they are nothing but worthless garbage. The most commonly used word is hereby. Likewise, thereby, hereto, thereto, whereas, whereby, whereunder, thereunder, herein, hereinafter, notwithstanding, whereas, etc. are some such words. If you omit all words and phrases which no one uses in writing or speech except legal writers, and which are needless verbiage, it will not make your document less effective or meaningful; on the contrary, it will make your writing more precise, less verbose, clear to understand and easy to comprehend; your readers will not hate to read it.

Length of a sentence

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Long-windedness is a chief unpleasant feature of legal secretarial writing. Legal writers are fond of writing monstrous sentences. Long-windedness makes legal writing uninteresting to read and hard to comprehend. As against the universally accepted norm of good writing, that no sentence should be more than 15-25 words, legal writings commonly run into mammoth sentences, with no justification. This feature of legal writing is all pervasive; it is seen everywhere, in statutes and in legal documents as well.

The major weakness of a long sentence is that while you read and try to grasp the initial part of the sentences, you tend to forget it and become confused as you came to the end of it. The New Zealand Legislative Drafting Manual (Report 4CC paras 145, 146) states: “A long sentence forces the reader to hold a number of ideas in suspense and tends to have a less transparent structure. It therefore places greater demands on a read comprehension and memory skills. Generally, but not invariably, a sentence should not exceed 30 words length. There are a number of ways of achieving a shorter sentence,...A sentence should have one central message; it should not be overburdened with multiple messages. It is important therefore, that the core structure of a sentence can be easily recognized by a reader. The core structure should not be obscured by multiple or complex modifying elements, particularly those positioned before the subject…”

A simple way to reduce a sentence length is to break the sentence into 2 or more smaller sentences by the use of full-stop or semi-colon. Never be scary of using full-stops and never be extravagant about using ‘and’. If you follow and put into practice the advice on writing shorter sentences and means of doing that, your writing is definitely going to be much more readable than it was before.

To make a piece of writing comprehensible, the rule of “one sentence-one idea” is very helpful. In other words, for each different idea, a separate sentence should be used, and no sentence should be stuffed with too many ideas.

7Drafting in Plain English; Whether possible ?

Most people read legal writing not because they like to but because they have to. Many of them might like to read it, if the writers write it in a manner worth reading it. The main fault of legal writing is the choice of words.

In his classic guidebook for clear writing, The Complete Plain Words, 3rd edition by Penguin Books, page 38 , Sir Ernest Growers wrote “The most prevalent disease in present-day writing is a tendency to say what one has to say in as complicated a way as possible. Instead of being simple, terse and direct, it is stilted, long-winded and circumlocutory; instead of choosing the simple word it prefers the unusual; instead of the plain phrase the cliché.”

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This question is often asked and most lawyers feel that no legal document can be written in simple, plain language. No one wants to change the way of legal writing as no one is sure whether a document written in plain English would stand the test of scrutiny by a court. The fact, however, is that the courts would surely not object to the documents written in plain language if they are clear and unambiguous. Perhaps, judges would be too happy if they are asked to read documents which are concise, precise and readable. This is true of all legal documents, including agreements.

C. Qualification of draftsman

(i) Knowledge of laws(ii) Knowledge of tax laws(iii) Capacity to understanding facts

IV. COMPONENTS OF DEED

Now, the draftsmen must equip himself with the components of a deed. Normally, the following are the components of deed :

(i) Description.(ii) Date.(iii) Parties.(iv) Recitals : Narrative and introductory.(v) Testatum.(vi) Consideration.(vii) Receipt(viii) Operative words.(ix) Parcels.(x) Exceptions and reservations, if any.(xi) Covenants, if any.(xii) Testimonium, and (xiii) Errors and omissions.

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V. REGISTRATION

Certain documents are required to be compulsorily registered and in certain cases of documents, registration is optional. Section 54 of the Transfer of Property Act, 1882 provides that transfer by sale of tangible immovable property of the value of Rs. 100 and upwards can be made only by a registered document. Accordingly, the provisions of sections 17 and 18 of the Indian Registration Act, 1908, are required to be taken note of in his behalf.

VI. RULES OF INTERPRETATION

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With the above preliminaries, now it is necessary to formulate certain rules of interpretation of documents and deeds.

Rule 1: Intention of parties to be gathered from expressions used.

Rule 2: Intention to prevail if words used not clear or unambiguous.

Rule 3: Words to be given their literal meaning.

Rule 4: Deed to be construed as a whole.

Rule 5: Construction upholding document to be preferred to one rendering it nugatory.

Rule 6: Construction of deed in vernacular.

Rule 7: Earlier clause to prevail if there is conflict between earlier and later

clause.

Rule 8: Admissibility of extrinsic evidence- Well recognized exceptions.

Rule 9: Date of effect of deed must be determined contextually.

As stated earlier, there are so many deeds and documents that have to be written. I am giving below the manner in which Partnership Deed and Will are to be interpreted.

A. Interpretation of Partnership Deed

In considering the effect of partnership deeds, the following principles may be borne in mind :

1. Partnership deeds are not intended to define all the rights and duties of partners.

92. Partnership deeds should be construed with references to the objects of the

partners.

3. Partnership deeds should be construed so as to defeat fraud.

4. Partnership deeds should be construed so as to prevent the taking of unfair advantages.

5. Partnership deeds should be construed in the matrix of the circumstances.

Why Partnership Deed in writing ?

The taxation laws prescribe certain formalities, impose restrictions and contain deeming provisions which under the ordinary civil laws are neither applicable nor

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even known. For instance, a partnership firm is not necessarily required to be constituted under a deed of partnership and an oral partnership made between the partners is enough and valid one, but in order to claim and obtain the status of a registered firm under the Income-tax Act, it is essential that the partnership is evidenced by an instrument in writing and the individual share of the partners are specified in the instrument implying thereby that an oral partnership is not recognized and the terms of partnership have to be reduced to writing before registration can be sought and granted under the Income-tax Act.

A deed of partnership is not only an essential instrument but is also required to be drafted with deliberation and care, after taking into consideration all the relevant provisions of the Income Tax Act.

Importance of proper drafting of Partnership Deed

A deed of partnership is not only an essential requirement for seeking assessment of the partnership firm in the status of firm but it is also required to be carefully drafted after taking into consideration all the relevant provisions of the taxation laws and, in particular, of the Income Tax Act and also with the view that the clauses of the deed may not, in any way, go against the serving purpose of saving tax, helping the retirement of a partner and dissolution of the firm, as well as in respect of evaluation of the goodwill, etc. The deed should also fulfill and satisfy all the conditions and ingredients of a validly constituted firm under the partnership law. A deed of partnership governs the relationship between the partners, incidence of tax, not only in the hands of the firm and its partners, but also in the hands of the successors of the deceased partners, the partners who are likely to join on happening of certain contingency and who for the time being may be totally unconcerned, disinterested or deriving no benefit whatsoever, from the firm.

10B. Interpretation of Will

There are two cardinal principles in the construction of wills, deeds and other documents. The first is that clear and unambiguous dispositive words are not to be controlled or qualified by any general expression or intention. The second is, to use Lord Denham’s language, that technical word or words of known legal import must have their legal effect, even though the testator uses inconsistent words, unless those inconsistent words are of such nature as to make it perfectly clear that the testator did not mean to use the technical terms in their proper sense. [Lalit Mohan Singh Roy v. Chikkun Lal Roy, ILR 24 Cal 834 : 24 IA 78 (PC)]

1. Cardinal maxim.- The cardinal maxim to be observed in construing a will is to endeavor to ascertain the intentions of the testator. This intention has to be primarily gathered from the document which is to be read as a whole, without indulging in any conjecture or speculation as to what the testator would have done, if he had been better informed or better advised. [Gnambal Ammal v. Raju Iyer, AIR 1951 SC 103, 105].

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2. Relevant considerations.-In construing the language of a will, the courts are entitled and bound to bear in mind other matters than merely the words used. They must consider the surrounding circumstances, the position of the testator, his family relationship, the probability that he would use words in a particular sense and many other things which are often summed up in a somewhat picturesque figure. The court is entitled to put itself into the testator’s arm chair. [Venkatanarasimha v. Parthasarthy, 41 IA 51, 70 (PC) ; Gnambal Ammal v. Raju Iyer, AIR 1951 SC 103, 106].

3. Avoidance of intestacy.- If two constructions are reasonably possible and one of them avoids intestacy while the other involves, it, the court would certainly be justified in preferring that construction which avoids intestacy. [Kasturi v. Ponnammal, AIR 1961 SC 1302].

4. Effect should be given to every disposition.-It is one of the cardinal principles of construction of will that to the extent that it is legally possible, effect should be given to every disposition contained in the will unless the law prevents effect being given to it. The intention of the testator should be gathered by giving a harmonious interpretation to the various terms of the will as a whole. [Rampali v. Chando, AIR 1966 All 584, 586].

5. Later part or last words to prevail in case parts irreconcilable or there is repugnancy.- If the several parts of the will are absolutely irreconcilable, the part that is later has to prevail. [Section 88, Indian Succession Act, 1925. Somasundera Mudaliar v. Ganga Bissen Soni, 28 Mad 386]. In case of repugnancy, the last word in the will shall prevail [CIT v. Indian Sugar Mills Association, (1974) 97 ITR 486 (SC)].

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Appendix 1A Simple Affidavit

AFFIDAVITI, ----------------, S/o Shri ----------------, aged about ---- years, R/o

--------------------------------, hereby affirm and declare as under :-

i. THAT I was the Director of M/s ----------------- Private Limited from ---------------- (being the date of incorporation of the said Company) to ------------------.

ii. THAT I had resigned from the directorship in the said Company,

with effect from ----------------.

I further declare that the above statements are true and correct to the best of my knowledge and belief.

DEPONENT

(---------------)

Appendix 1B Affidavit in case of non-receipt of Income-tax refund voucher

AFFIDAVITI, ----------------, S/o Shri ----------------, aged about ---- years, R/o --------------------------------, hereby affirm

and declare as under :-

1. THAT I had furnished my Return of Income for the assessment year ------------, at Ward - ------------, on ------------, showing a refund of Rs. ------------.

2. THAT, as per the records of the Income-tax Department, the said refund has been issued to me.

3. THAT the Refund Voucher has not been received by me.

4. THAT I hereby undertake to indemnify the President of India, through the Income-tax Officer, Ward - --------------, against all losses, costs or expenses, which may, in any way, be suffered, sustained or paid by reason of the refund already having been obtained.

I further declare that the above statements are true and correct to the best of my knowledge and belief.

DEPONENT

(----------------)12

Appendix 2 Simple Agreement for transfer of business to a close relative

AGREEMENT

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THIS AGREEMENT made this ------- day of -----------------, --------, by and between Smt. -----------------, W/o Shri ------------------------ (Hereinafter called the first party), aged about ----- years, R/o -------------------------------------- and Shri --------------------------, S/o Shri ------------------------, aged about ------ years, R/o ------------------------------------- (Hereinafter called the second party).

WHEREAS the first party is carrying on business under the name and style of M/s ---------------------------, since last several years, earlier at ----------------------------------------------- and now at ---------------------------------.

AND WHEREAS the first party has transferred the said business to the second party, with effect from ------------------.

AND WHEREAS the parties hereto desire to record into writing the terms and conditions on which the business has been transferred.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER :

1. THAT the business being carried on under the name and style of M/s ---------------------------------- has been transferred by the first party to the second party, with effect from ------------------.

2. THAT the accounts of the business under the name and style of M/s ------------------------------------ have been made up to -------------------- and both the parties have looked into them and there is no dispute regarding the same. All the assets and liabilities have been taken at book value, as on -------------------.

3. THAT the second party shall be exclusively entitled to all the assets of the business and shall likewise be absolutely responsible for all the liabilities of the business, including income tax and sales tax or any other taxes to the total exclusion of the first party. It is, however, provided that each party shall be liable for own personal liability.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date first above written.

WITNESSES : PARTIES :

1. 1. (Smt. -------------)

2. 2. (Shri -------------)

13Appendix 3

Simple Declaration of Gift

D E C L A R A T I O N

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I, Smt. ----------------, W/o Shri ----------------, aged about ---- years, R/o ----------------------------, hereby affirm and declare as under :-

1. That I have made a gift of Rs. ------------/- (Rupees --------------------------) only, to my son Shri -------------, vide Cheque No. --------------, dated ---------------, drawn on -----------------------------.

2. That the gift has been accepted by Shri --------------- and he has taken exclusive possession thereof. In token of his acceptance, he has also signed this Declaration below.

3. That the donee is free to utilize the gifted amount as the sole and absolute owner thereof.

4. That the gift has been made out of my natural love and affection I have for the donee.

5. That the gifted amount was my self-acquired property and apart from myself, no one else had any right, title or interest in the gifted amount or any part thereof.

6. That the gift is irrevocable.

7. That this Declaration is made just to avoid any misunderstanding in future regarding the gift and neither I nor my heirs or legal representatives shall henceforth have any claim or interest in the gifted property.

Solemnly declared this ------ day of ----------------, ---------.

WITNESSES :

1. DONOR :

2. DONEE :

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Appendix 4A Simple Deed of Partnership for starting a new business

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DEED OF PARTNERSHIPOF

M/S ----------------------------------------------------------------------------------------

This DEED of PARTNERSHIP executed this --- day of ----------------, -------- by and between :-

i. Shri ------------------------ , S/o Shri -----------------------, aged about ----- years,

R/o ---------------------------------------------------------- …

1st Party

ii. Smt ------------------------ , W/o Shri -----------------------, aged about ----- years,

R/o ---------------------------------------------------------- ...2nd

Party

WHEREAS the parties desire to reduce into writing the terms and conditions of partnership, upon which they have agreed to carry on the business and, therefore, THIS DEED OF PARTNERSHIP WITNESSETH AS UNDER :

1. THAT the name of the firm is M/s -----------------------. The principal place of business is situated at --------------------------------------------- or at any other places or places, in addition to or in substitution of the earlier-mentioned one, as may be mutually decided among the parties from time to time.

2. THAT the partnership commences with effect from -------------- and the partnership is a partnership AT WILL.

3. THAT the business of the firm is ----------------------------------------- and the partners may carry on any other business as they may mutually agree upon from time to time.

4. THAT the accounts of the firm shall be closed on 31st March every year.

5. (a) THAT the 1st party, Shri --------------------- has agreed to keep himself actively engaged in conducting the affairs of the business of partnership as working partner. It is hereby agreed that in consideration of Shri ------------- working in the partnership business, he shall be entitled to a monthly salary of Rs. --------/-.

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15(b) Interest on partners’ capital and other investments in

the firm or on borrowings of the partners from the firm shall be payable or recoverable by the firm @ 12 % per annum. Such interest shall be calculated and entered in the accounts of the partners at the close of the accounting year.

(c) THAT the partners shall be entitled to modify the above terms relating to salary and interest, as may be mutually agreed by and among them from time to time.

(d) THAT the net profit of the partnership business as per the accounts maintained by the firm, after the deduction of all expenses relating to the business of partnership, as well as salary and interest payable to the partners, in accordance with the terms of this Deed of Partnership, shall be divided and distributed among the partners on the close of the accounting year in equal proportion. The loss, if any, including loss of capital, suffered in any year, shall also be apportioned in equal proportion.

6. THAT in the event of death of any partner, the partnership firm shall not stand dissolved, but shall be deemed to continue with the remaining partners.

7. THAT the partnership shall be governed by the Indian Partnership Act, in force.

8. THAT in case of dispute regarding the conduct of the business or its dissolution, it shall be referred to arbitration and the decision of the arbitrator shall be binding on all the partners.

9. THAT the parties may make any kind of change in the term and conditions of the Partnership Deed, as may be mutually agreed from time to time.

IN WITNESS WHEREOF, the parties hereto have signed this Deed on the date first above written.

WITNESSES: PARTIES:

1. 1. (Shri -----------------)

2. 2. (Smt. -----------------)

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Appendix 4B Deed of Dissolution of Partnership

DEED OF DISSOLUTION OF PARTNERSHIPOF

M/S ------------------------------------------------------------------------------------------

This DEED of DISSOLUTION OF PARTNERSHIP is executed this ---- day of -----------------, -------- by and between :-

1. Smt. -----------------, W/o Shri ----------------, aged about ------ years, R/o -----------------------------------------------------

…1st Party

2. Shri -----------------, S/o Shri ----------------, aged about ------ years, R/o -----------------------------------------------------

...2nd Party

WHEREAS the aforesaid parties had been carrying on the business of ---------------------------------under the name and style of M/s ---------------------------------, at -----------, in partnership, with effect from --------------, on the terms and conditions contained in the Deed of Partnership executed on ---------------.

AND WHEREAS due to certain difficulties, it is not possible to carry on the business of partnership and, therefore, the parties hereto have mutually agreed upon to dissolve the partnership, with effect from ---------------.

AND WHEREAS the parties hereto desire to record into writing the terms and conditions on which the business of the said partnership has been dissolved.

NOW, THEREFORE, THIS DEED OF DISSOLUTION WITNESSETH AS UDNER:

1. THAT the said partnership is hereby dissolved with effect from the ------------------.

2. THAT the accounts of the firm have been made up to ---------------- and all the parties have looked into them and there is no dispute regarding the same.

3. THAT the parties hereby undertake and assure each other to extend their full co-operation in all matters concerning the partnership business relating to the period up to the date of its dissolution.

4. THAT in case of any dispute between the parties, it shall be referred to arbitration and the decision of the arbitrator shall be binding on all the partners.

IN WITNESS WHEREOF, the parties hereto have signed this Deed on the date first above written.

WITNESSES: PARTIES:

1. 1.

(Smt. ----------------)

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2. 2.

(Shri -----------------)17

Appendix 5 Will

WILL

I, Smt. ------------------, W/o Shri ------------------, aged about ---- years, R/o ---------------------------------, do hereby declare and make this as my first and last Will.

WHEREAS my family constitutes of my husband, Shri --------------------- and my two sons, Shri ------------------ and Shri ------------------ . Both the sons are married. I also have one daughter Smt.--------------, who is happily married since --------- and is financially well off.

AND WHEREAS I am now keeping indifferent health.

AND WHEREAS I am possessed of immovable property at --------------------------------------- and movable property, such as, equity shares, capital in partnership firm M/s ----------------------, government investments, cash and bank balances, jewellery and household items. All the properties are my self-acquired properties and I have the absolute powers of disposal over the same.

AND WHEREAS I deem it expedient to provide for matters specified herein by means of this Will, so that the same may come into effect after my death

NOW, THEREFORE, I, Smt ---------------------,the testator named above, make the following Will :

1. That I shall be the absolute owner of all my assets and have full right of disposal until my death and reserve all rights to add, amend, alter or make any change whatsoever to this Will.

2. My property at ---------------------------------------------, shall belong to my husband Shri -------------, in full ownership and with power of disposal.

3. I presently own ------------ equity shares, of Rs.--- each, in M/s ----------------- Pvt. Ltd. Whatever shares are held by me in this Company at the time of my death shall pass on to my two sons in equal ratio.

4. In case I die leaving debts, then such debts shall be payable from my my movable property.

5. I bequeath all my remaining assets whatsoever and wheresoever to my husband Shri -------------.

NOW,THEREFORE, I, the aforesaid Smt. --------------------, do hereby set my hands hereunto of my own free will and pleasure, when I am in the best of senses, on this ---- day of -------------, --------, at -------------, in the presence of the witnesses.

WITNESSES :

1. Signature :

Name :

Address :

2. Signature :

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Name :

Address :18

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