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PARTNERSHIP DEED OF AGREEMENT

Whereas the parties of the 1st party and 2nd party have decided to set up an organization under partnership act 1932 under the name of style of A.M.S FASHION HOUSE from the 1st DAY OF JANUARY, 2014 and whereas for avoiding future disputes and difference among the partners IT HAS BECOME NECESSARY to draw a deed of partnership among the partners by definite declaration of share and interest of the parties here to and stipulating term and conditions thereof under a proper deed of agreement.

NOW THIS DEED OF PARTNERSHIP WITNESS that in pursuance of the premises aforesaid the parties of 1st party and 2nd party have become partners of the firm of A.M.S FASHION HOUSE from the 1st DAY OF JANUARY, 2014.

01.           That the name and style of the firm is A.M.S Fashion House and organization of the firm shall be setup at Shofique Tower, Flat# C3 (2nd Floor), House# 28, Road # 14/A (New), Dhanmondi R/A, Dhaka 1209, Bangladesh.

02.        That the business of the firm shall be buying house in connection with manufacture and export sales of the readymade garments and others at present and the firm shall have power to carry any other line of business in future that may be thought profitable from time to time.

03.           That the profit and losses of the firm shall be shared and born by the partners in the following manners: -
a)             Mss. Farzana Islam                 :               50% Share of profit & loss     : First Party
b)             Mr. Md. Asheque Elahi          :               50% Share of profit & loss     : Second Party

04.        That the Capital of the firm has already been considered at Tk. 53,58,000.00 (Fifty Three Lac Fifty Eight Thousand) only, considering the value of fixed assets TK 500,000.00 (Five Lac taka) only, and               Tk. 48,58,000.00 (Forty eight Lac, fifty eight thousands taka) only as the Goodwill of the 1st party Miss. Farzana Islam, as per partner's agreement where in it is stated.

05.        That out of total considered amount of Tk. 53,58,000.00/= only the 2nd Party will pay a minimum of 50% as his share equivalent to Tk. 26,79,000.00/= (Twenty Six Lac, seventy nine thousand taka) only to the 11" Party Mss. Farzana Islam as or against her sale of shares as considered above.

06.        That no party will invest in the partnership business further capital amount upto three years (36 months shall be counted from the 1st of January, 2014). After expire the said period (1st January, 2017) both the partner's will decide for any kinds of further investment in the partnership business. Both of the partner's will do this mutually as decided between them.

07.           The partnership business shall be carried on, managed, conducted and administrated by the 1st party in concern with the 2nd  party time to time in case of major decision-making and strategically changing.

08.           That the books of accounts should be prepared quarterly trial balance related with bank reconciliation and L/C reconciliation with supporting attached supply to all partners.
09.        That the books of account should be prepared and it must be audited by the registered chartered accounts, and both of the partners will be bound to accept the books of accounts as prepared by the auditors and the profit & loss will be distributed between the partners at the end of each financial year. Noted that if any drawings are necessary by both the parties within the financial year it must be recorded in the books of accounts his or her personal accounts, which will be adjusted fully with the net profit at the end of the financial year.

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Page No: -2-

10         The firm's bank account shall be opened in any schedule bank or foreign bank at Dhaka & Chittagong or in any other places within outside Bangladesh as will be decided mutually by both of the parties as mentioned in this deed of agreement.

11.        That the Proprietor Miss. Farzana Islam of the partnership firm has been empowered to open import L/C, Export L/C, BIB UC, as per requirement of the partnership firm when as arrange CD/SOD/CC/PC and other relevant banking facility as and when required for promotion business of the partnership firm. For the purpose where of the Proprietor may even Lien of export L/C hypothecation at stock etc. as and when she deems if necessary.
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12.           That only the Proprietor Mss. Farzana Islam (1st party) is empowered to sign in the cheques or cheques upto in any amount. And the proprietor will do all banking by her alone.

13.        The partners shall be responsible for the efficient management of the partnership business and shall work in complete co-operation.

14.        That the both party shall not do singly any buying house business before expiry of 10 years from the date of partnership business if it is done the capital of both parties with entitlement of profit if any shall be forfeited with out any question.

15.           That the inspection certificate for Knit Sweaters and woven should be issued by joint signature of Mr. Md. Asheque Elahi and Miss. Farzana Islam.

16.        That if it is thought expedient and necessary for the business more partner or partners may be admitted in the partner by mutual concern of partner.

17.           That the death of or retirement of any partner shall not have effect of dissolving the partnership between the other partners. There of such, retiring or deceased partner shall be purchase by one of more of the remaining partners or the same shall be transfer to his or her legal hearer or the nominees of the decides partner.

18         That in case of voluntary winding up of firm the partner are jointly entitled and empowered to dispose of the entire firm along with the goodwill and liabilities.
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19.           That no partner is entitled to retire from the business without giving 3 (three) months’ notice an amount payable to the retiring partner shall be paid as per books of accounts at time he left the partnership.

20.        That any dispute or nuisance or difference which may arise between the partners or their representative with regards to any matter with in business territories shall be referred to two arbitrators, when to be nominated by each party or her or his representative and in case of difference of opinion between the umpire selected by the partners.

21.           That the 1" Party Miss. Farzana Islam will remain the Proprietor of AMS Fashion House as was previously, until or unless she willingly resigns voluntarily.

22.        That with regards to all other provision that are not provided or mention herein before, the probation of partnership act 1932 shall apply.

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Page No: -3-

In witness where of the partners of the  1st party and 2nd party of above name have here to set their representative hands in to this presence to this, the day, month and here 1st above written.




 

Witness                                                                                                                  Signature of the 1st party
(Miss Farzana Islam)
Dated:
01
MRS. RUBY ISLAM
W/O: LATE. MD. SHOFIQUL ISLAM
ADDRESS: DHANMONDI R/A, DHAKA
                                                                                                                               
                                                                                                                                Signature of the 2nd party
                                                                                                                                (Mr. Md. Asheque Elani)
                                                                                                                                Dated:




Note: A photocopy of this partnership deed of agreement will be also kept with the 1st Party as their future reference.

THE END OF SOLE PROPRIETOR PARTNERSHIP DEED OF AGREEMENT


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