Partnership Agreement Between Two Limited Companies

PARTNERSHIP AGREEMENT BETWEEN TWO LIMITED COMPANIES
This deed of Partnership is made at Islamabad Hotel on this Wednesday of between

Optimal electric company, a Company registered under the Companies Act, 1956. and having
its office at I-8 markaz Anique Arcade Islamabad, Pakistan hereinafter referred to as the,
Party of the First Part. and Logic work electric company a Company registered under the said
Act and having its registered office at Jinnah Avenue Islamabad hereinafter referred to as the
'Party of the Second Part'.
1. Whereas both the parties of the First Part and of the Second Part are, under their
respective Memorandum of Association, entitled to carry on the business of producing
electricity and supplying the same to any area.
2. And whereas the parties hereto have proposed to set up in joint collaboration a plant to
produce electricity and supply the same to the town of ... and to enable them to pool
together their finances and technical expertise they have therefore proposed to enter
into a partnership.
3. And whereas the parties have obtained license or permission of the Govt. for producing
and supplying electricity to the said town.
4. And whereas it is, therefore, proposed to enter into this deed of partnership containing
the terms and conditions agreed upon between the parties.
Now it is Agreed by and Between the Parties as Follows:
1. The parties hereto agree to carry on the business hereinafter mentioned In partnership
on the terms and conditions herein mentioned.
2. The partnership shall commence from Monday of February 2011 and the period of the
partnership shall be for a period of ten years from the date hereof. The said period may
be extended as the parties may by mutual consent decide.
3. The business of the partnership (hereinafter referred to as the 'Firm') consist of setting
up a plant for manufacture or production of electricity on grid system in all town of
Punjab and to supply electricity to all town of Punjab.
4. The office of the partnership shall be at in Punjab. The parties will open branches at
such other places as may be agreed upon.
5. The parties have contributed towards the initial capital of the firm a sum of 1 crore dollar
in equal shares. If any partner shall contribute more amount than its share In the capital
It will be treated as a loan by it to the Firm carrying Interest at the maximum rate
allowable as deduction under the Income Tax Act.
6. The net profits and losses of the Firm will be shared by the partners hereto in equal
shares or proportion. Net profit will mean gross profit earned in each year less the
expenses of the management of the business including the rent of the premises of the
Firm including outgoings In respect of the salaries and wages of the staff, commission
paid to others, and all other expenses Incurred In connection with the business of the
firm and all other expenses as may be allowable as deduction under the Income Tax
Act.
7. The accounting year of the Firm will be from 1st April to 31st March of each year.
8. At the end of each accounting year an account of the business carried on in that year will
be made and a statement of accounts namely a Balance Sheet and Profit and Loss
Account will be prepared and signed by the partners. The accounts will be got audited by
a Chartered Accountant every year.
9. The books of accounts and all other record of the Firm will be always kept at the office of
the Firm and will be open for inspection by any of the partners hereto at any time.
10. All the working staff such as clerks, peons, accountants, cashier, technicians, salesmen
and others will be appointed by the joint consent of the parties hereto and their wages
and salaries and other emoluments will be fixed by mutual consent of the parties hereto.
11. Each of the Parties hereto shall -
(a) Participate and attend to the business of the Firm through their respective
Managing Director or authorised representative for the time being to the greatest
common advantage of the Firm.
(b) Be just and faithful to each other.
(c) Render true accounts and full information of all moneys affecting the Firm to the
other,
(d) Indemnify the Firm for any loss caused to it by wilful negligence or fraud in the
conduct of the business.
(e) Attend to the business of the Firm diligently and actively.
(f) Not withdraw any amount for its own profit, benefit or use as remuneration or
otherwise without the consent of the other.
(g) Be entitled to be indemnified by the Firm in respect of payment made and
liabilities incurred by him (A) in the usual and proper course of business of the
Firm. and (ii) in doing any act for protecting the Firm from loss in emergency.
12. All the tangible and Intangible assets of the Firm including the goodwill, stock in-trade,
benefit of business licenses and permits, benefits of contracts entered etc. In relation to
the said business will belong to the Parties In equal shares and the property of the Firm
shall be used by the parties exclusively for the business of the firm.
13. Every party shall account for the profits earned from any transaction of the Firm or for
the use of the property in business transaction of the Firm.
14. No party hereto shall be entitled to dissolve the partnership before the expiration of the
said period aforementioned.
15. If any party does not desire to continue the partnership or if any party goes Into winding
up voluntarily or through Court, the other party hereto will be entitled to take over the
entire business together with all assets and subject to all liabilities at a valuation to be
made through the Chartered Accountants of the Firm and the share of the former Party
will be paid by instalments as may be agreed upon or decided by Arbitration.
16. On the expiration of the said period of ten years or the extended period if any, the
business of the partnership together with its assets and liabilities will be transferred to
another company to be formed and registered jointly by the parties hereto on such terms
as may be agreed upon failing which the partnership will be dissolved and the
dissolution will be effected In terms of the provisions of the Partnership Act, 1932.
17. If any dispute or difference shall arise between the parties hereto touching the business
of the Firm or interpretation of any provision hereof, or otherwise. however relating to the
Firm and its business, the same shall be referred to arbitration of a common arbitrator if
agreed upon. failing which to two arbitrators one to be appointed by each party to the
arbitration and the arbitration shall be governed by the Arbitration & Conciliation Act,
1996.
18. This Deed is executed in duplicate and one copy will remain with the Party of the First
Part and the other will remain with the Party of the Other Part.
19. In witness whereof the parties have put their respective hands the day and year first
hereinabove written.
To sign agreement:
Signed and delivered for and on behalf of the with in named Optimal electric Co. Ltd., by its
Managing Director, Mr M.Shehriyar Khan duly authorised In that behalf by the Board of
Directors.
Signed and delivered by the with in named Logic works electric Co. Ltd., by Its Managing
Director Mr Shahzad Khan duly authorised by the Board of Directors, Mr Abdul Sattar
In the presence of Mr.Hanif

Partnership Agreement Between Two Limited Companies

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PARTNERSHIP AGREEMENT BETWEEN TWO LIMITED COMPANIES

This deed of Partnership is made at Islamabad Hotel on this Wednesday of between

Now it is Agreed by and Between the Parties as Follows:

11. Each of the Parties hereto shall -

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