EXECUTION OF AGREEMENT TO SELL AND PURCHASE, SALE

DEED, PARTNERSHIP DEED AND WILL

Subject: Clinic- II

Submitted To: Prof. Jagbir Singh Dahiya

Submitted By: Sameer Dawar (2008-55)

Sarvjeet Singh (2008-56)

IV Year-VIII Semester

B.A., LL.B (Hons.)

National Law University, Delhi

Table of Contents

Page(s)

List of Statues i

List of Cases ii

Chapter-I: Introduction 1-2

Chapter-II: Agreement to Sell 3-12

Chapter-III: Sale Deed 13-26

Chapter-IV: Partnership Deed 27-

41

Chapter-V: Will 42-52

Chapter- VI: Conclusion

Bibliography iii-iv

i

List of Statues

Hindu Wills Act, 1870

Transfer of Property Act, 1882

Indian Registration Act, 1908

Indian Succession Act, 1925

Indian Partnership Act, 1932

Constitution of India 1950

Companies Act, 1956

Income Tax Act, 1961

ii

List of Cases

Azeemur Rehman v Union of India AIR 1995 SC 1316

Ishwari Devi v Sarla Devi (1995) 2 SCC 86 (Supp.)

Jodha Lal v Comissioner of Income Tax AIR 1972 SC 126

Mir Osman Ali Khan v Commissioner of Wealth Tax AIR 1987 SC 522

Ram Gopal v Baij Nath AIR 1937 Cal 396

Sohal Lal v Swaran Kaur (2003) 2 RCR 408 (P&H)

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CHAPTER I

INTRODUCTION

1.1 Overview of the Project

The research project provides the theoretical and practical understanding of the law of

conveyancing with regard to execution of agreement to sell and purchase, sale deed,

partnership deed and will.

Conveyancing is either the act of transfer of property or title to property by one or

more living person to another or it refers to the deed by which one or more living person

transfers his or their rights, both present and future in or upon any immoveable property to

one or more living person1.

A deed is a document or a legal instrument that authorizes transfer of rights through

affixation of signatures. The parties concur, admit and reduce to writing certain terms and

assurances in the deed. The deed writers or scribes are not bearers of any particular

professional degree; however, they must possess minimal knowledge in statutes, like the

Transfer of Property Act, the Stamp Act and the Registration Act2. Earlier, it was only the

solicitors from the Presidency towns who were potent to prepare such documents; however,

copying sample forms simply became the norm. This gave rise to several problems:

Firstly, the obsolete English words got inducted in the forms which were

incomprehensible to common folk. This as Prof. Baxi puts it has been one of the

ramifications of the tragedy of ‘thoughtless transplant’ of the Westminster justice delivery

model.

Secondly, because of indisputable working of the present legal architecture, the

legislature has unfortunately not framed a consolidated legislation on the norms to be abided

while preparing the forms which mainly must be supplemented with the fact that extra

legalities must wane off.

However, because of the growing complexities in the commercial transactions today, big

law firms are often hired to draft deeds for the big corporate houses.

1 Bryan A Garner, Black’s Law Dictionary, (9th ed., 2009) WEST; Avner O, ‘Lawyers and Land Law Revisited’, (1994) 14(2) Oxford Journal of Legal Studies 272.2 JM Srivastava and GC Mogha, The Indian Conveyancer, (14th ed., 2009), Eastern Book Company.

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1.2 Research objective:

The objective of the researchers is to explore the understanding of both the theoretical

and practical aspects of deeds dealing with, sale, partnership and will.

1.3 Research Methodology

The methodology that has been adopted for this study is a doctrinal research, the

resources accessed to being statutes, law reports, scholarly opinion, newspaper articles and a

few previous studies undertaken in the area. Primary source would be books available in the

library of the National Law University, Delhi and secondary source would be online articles

and cases.

1.4 Research Plan:

1.4.1 Period of time intended to cover: No specific time period.

1.4.2 Sources: Secondary sources of data is used and utilized in carrying out the research

work. The sources of data include reports and textbooks, etc. on the relevant topic.

1.4.3 Research Techniques for Data Collection: Research technique of analysis, critique,

and review of the theories is employed.

1.4.4 Footnoting Style to be adopted: National Law University, Delhi standard style of

footnoting is followed throughout the project.

1.5 Chapterization

For clarity in thoughts and better comprehension of the project, it is divided into

several chapters. First chapter deals with the introduction. The second chapter focuses on the

general rules of interpretation and other basic concepts which further understanding of the

agreement to sell and purchase. In its next part is it enumerates the agreement to sell. The

third chapter enumerates the law of sale deeds followed by sample sale deeds. The fourth

chapter discusses the concept of partnership followed by the sample partnership deeds. The

fifth chapter describes the law of will followed by sample forms of will deed.

CHAPTER II

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AGREEMENT TO SELL

2.1. Agreement to Sell:

The sale and purchase of immovable property requires considerable time for

completion of process and compliance of various obligations, since the stakes are high.

Hence both the parties have to come to an agreement regarding the consideration amount,

mode of payment and time duration. The terms agreed are put in writing in the form of an

agreement, which is known as Agreement to Sell. The Agreement to Sell is governed by the

provisions of the Indian Contract Act 1872 and the Transfer of Property Act 1882.

To attract the provisions of the Transfer of Property Act 1882, a legally valid contract

between the parties as per the provisions of Indian Contract Act, 1872, is mandatory. This

contract may be oral or written. Further it may be exhaustive or open. An open contract is just

a skeleton, referring to the names of parties to the contract, property to be sold and the

consideration amount.

An exhaustive contract is a detailed one referring to the title, modes of payment, time

duration to complete the transactions, obligations to be complied with etc. In immovable

property dealings, it is not advisable to go for oral open type of contracts, as the stakes are

generally high and consequences are grave. Such contracts need to be diligently prepared

referring to minute details. The services of an expert advocate in property matters should be

availed.3

2.2. Section 54 of the Transfer of Property Act refers to the Contract of Sale /

Agreement to Sell:

It defines the agreement to sell as a contract that a sale of such property takes place on

terms settled between the parties. It further specifies that the agreement to sell does not create

any interest in property or charge on such property. The purchaser who has entered into an

agreement to sell with the owner of the immovable property is not entitled to any

compensation if the property is acquired by the government. Further in case of suit of

injunction against the owner the purchaser who has entered into an agreement with the owner

3 JM Srivastava and GC Mogha, The Indian Conveyancer, (14th ed., 2009), Eastern Book Company 415.

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does not have any right to be impleaded in the suit and heard on the basis of the agreement to

sell.4

2.3. Execution of agreement to sell:

The execution of agreement to sell needs to be witnessed by two persons capable of

entering into contract. According to the Indian Registration Act 1908, the registration of the

agreement to sell is only optional. If registered it helps in establishing the bonafides of the

transaction. Further, encumbrance certificate discloses the subsistence of such an agreement,

which deters any further agreements, unless the existing one is cancelled.

2.4. The rights and liabilities of the purchaser and seller:

Section 55 of the Transfer of property Act deals with the rights and liabilities of seller

and purchaser. If the agreement to sell does not specifically refer to the rights and liabilities

of seller and purchaser; the provisions of section 55 are enforceable.5

It is cautioned against the use of words like ‘as is where is basis’, since in such

circumstances, the purchaser has to specifically perform the contract irrespective of the

material defect in the title of property. There is no prescribed format of agreement to sell in

respect of an immovable property. It is to be ensured that the agreement is legally enforceable

and binding on the parties and it is not a mere formality.6

2.5. Persons entering into the agreement:

Persons must be competent to enter into a contract. They must be major, of sound

mind and not disqualified from contracting. The names of the parties to the contract, their

age. father’s name, in case of married women husband’s name and places of their residence

should be mentioned. Care should be taken to make all the owners as parties to the contract.

In case any of the joint owners is not available to execute the agreement, a clause is added to

the agreement that all persons having interest in the property shall execute the conveyance

deed. A partnership firm is not a legal person and as such all the partners should sign the

agreement.

4 Azeemur Rehman v Union of India AIR 1995 SC 1316.5 s 55, Transfer of Property Act,1882.6 JM Srivastava and GC Mogha, The Indian Conveyancer, (14th ed., 2009), Eastern Book Company, (14th ed., 2009) 529.

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2.6. Title to property:

Nature of the title held by the seller, including any encumbrance such as lease,

mortgage, charges on the property should, find a place in the agreement. If the executant of

the agreement is not the owner, then his status and his authority under which the agreement is

executed should be mentioned. A CPA holder can execute a sale on behalf of the owner if he

has the power to do so. However, he is accountable for the money received from the

purchaser. Any material defect in the property, defect in the title disclosed by the seller, or

advantages, benefits which have come to the notice of the purchaser, could be detailed.

2.7. Exact location and description of the property agreed to he sold:

Location and description should contain the roads on which they front, i.e. existing

and former occupancies, the municipal number, street, road, with complete boundaries, and

properties surrounding the property greed to be sold. It should also include the area of the

site, built up area, floors, type of constructions, materials used. The details should be

exhaustive to identify the property.7

2.8. Agreed consideration amount and mode of payment:

Consideration mount, the price at which the property was agreed to be transferred is

very important and an essential portion of the agreement. If the consideration amount is not

mentioned, the contract becomes void. The consideration disclosed should be in money

value, and it does not attract the provisions of exchange of property as detailed in Sec 118 of

the Transfer of Property Act.

Whether the consideration amount is adequate or not is material. The agreement

should disclose any part payment of Consideration or earnest money, the mode, place and

time of payment of balance money.

2.9. Production and scrutiny of documents of title:

The agreement should contain a clause that the seller should produce the documents

of title n his possession for scrutiny by the purchaser and his advocate. Sec 55 (1) of Transfer

of Property Act makes it mandatory to produce the Documents for scrutiny.

7 Sections 21 & 22, the Indian Registration Act, 1908.

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2.10. Possession:

Possession is the most important ingredient of the sale transaction. The mode and time

of possession should be clearly and specifically mentioned. It may please be noted that the

seller need not have possession of the property to the purchaser on execution of agreement

and on part payment. Possession has to be given on Completion of the sale process and

receipt of full consideration amount after execution of the conveyance deed.8

If the possession is given on part payment of the consideration, section 53 A of the

Transfer of Property Act operates. In such an event the seller shall never be in a position to

get back the possession. The only recourse available to the seller is to recover the balance

amount due.

The agreement should also refer to the mode of possession of the property and

whether it is vacant or not. If the property is let out, the seller may give a letter of allotment to

the tenants, to acknowledge the purchaser as the doqator. In such cases, a clause regarding

token delivery of possession by the purchaser, and issue of allotment letters should be

included.

2.11. Period of completion of sale process:

The sale agreement should contain a clause stipulating the time within which the

purchaser will pay the full consideration amount and get the sale deed executed and

registered by the seller. In the absence of such a time stipulation, the sale process may be

unduly delayed. As such a clause stating that the time is the essence of contract is to be

included.

In the absence of such clause, if the purchaser delays the completion of the process,

the seller may issue a notice to the purchaser to complete the process within a reasonable time

by fixing a deadline. Alternatively, the purchaser may pay off the consideration amount to the

seller and a draft of the conveyance for execution.

2.12. Conditions and obligations to be complied with:

There may be local laws and other statutory obligations to be complied with for

completion of sale. Permissions may have to be procured from certain institutions. Any such

8 AN Chaturvedi, Principles & Forms of Pleadings & Conveyancing, (10th ed, 2007), Allahabad Law Agency.

7

obligations to be completed and the time for such acts are to be incorporated in the

agreement.

2.13. Expenses to be met:

Sale process includes various expenses like legal fee, stamp duty, brokerage and

expenses towards statutory clearances. Terms of agreement should be clear as to who has to

meet these expenses.

2.14. Miscellaneous requirements in agreement to sell and purchase:

The agreement should also contain penalties for non- performance of the terms of the

agreement. The onus on the seller is that Se shall during the period between the date of

agreement to sell and actual handing over of the property to the purchaser, he shall not create

any charges on the property and at the same time maintain the property.

2.15. Remedy to parties:

If any of the parties fails to perform, parties may sue the other party for specific performance

as per the terms of the agreement. The limitation available is three years and it starts from the

date on which the act is to be performed. For example, a sale agreement is dated 1-4-2002,

where it is mentioned the purchaser should pay the final installment of consideration and get

the conveyance completed by the seller on 31-05-2002 and the limitation started from that

date. The Agreement to Sell is to be executed on a requisite stamp paper as prescribed by the

state.9

9 AN Chaturvedi, Principles & Forms of Pleadings & Conveyancing, (10th ed, 2007), Allahabad Law Agency.

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AGREEMENT TO SELL AND PURCHASE

Note: This format has been prepared as applicable to flats. The word "flat" can be substituted

with the type of property for which this document is being executed. Similarly, the name of

the concerned authority can also be changed as applicable.

THIS AGREEMENT is executed at Delhi, on this __________ day of __________ 20__

between Shri/Smt./Kumari __________ __________ __________ __________ resident of

__________ __________ __________ __________ hereinafter called the First Party/Vendor

and

__________ Shri/Smt./Kumari __________ son/daughter of Shri__________and Smt.

__________ __________ resident of __________ __________ __________ __________

hereinafter called the Second Party/Vendee.

The expression of first and second party shall mean and include their representatives, heirs,

successors, legal representative, administrators, nominees and assigns etc.

WHEREAS THE FIRST PARTY is the absolute owner / lessee / allottee and in physical and

lawful possession of Flat No. __________,situated at __________ (hereinafter called the said

Flat) category __________, comprising of __________ __________ __________

__________ __________ __________ __________ __________ duly fitted with

__________ duly connected by __________ and allotted by the __________ CO-

OPERATIVE GROUP HOUSING SOCIETY LTD. Built on Plot No. __________ (a Co-

operative Group Housing Society registered with Registrar of Co-operative Society,

Delhi/New Delhi) (hereinafter referred to as Society) and by virtue of Membership No.

__________ of the said society with the Lease Hold Rights of the Land under the said Flat.

WHEREAS A PIECE OF LAND was allotted to the said society by the Delhi Development

Authority for the construction of Co-operative Group Housing Society Flats for its member at

Plot No. __________, and allotment to First party was confirmed by Delhi Development

Authority.

AND WHEREAS THE aforesaid flat is self acquired property of the first party in which his /

her / their predecessors, heirs, successors, family members or any one else has no right, title

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or interest and as such the first party is fully competent to execute this Agreement and to

transfer the aforesaid flat.

AND WHEREAS the First Party has paid the entire amount of the aforesaid flat towards the

cost of land to the DDA and cost of construction to the society concerned.

AND WHEREAS THE total deal has been finalized for a sum of Rs. __________/- (Rupees

__________ __________ __________) and the said sum have been received by the First

Party from the Second Party with the following break up.

1. Rs. __________/- (Rupees ____________________ __________) vide cheque/draft/pay

order/__________ dtd __________.

2. Rs. __________/- (Rupees ____________________ __________) vide cheque/draft/pay

order/__________ dtd __________.

3. Rs. __________/- (Rupees ____________________ __________) vide cheque/draft/pay

order/__________ dtd __________.

Total consideration has been received by the First party from the Second party at the time of

execution of transfer document/sale deed.

NOW THIS AGREEMENT WITNESSESTH AS UNDER:-

1. That the aforesaid amount has been received by the First Party due to urgent needs and to

fulfill the bonafide requirements, from the Second Party.

2. That the physical and vacant peaceful possession of the said Flat has been delivered by the

First Party to the Second party on the spot along with water and electricity connection and

electric fittings etc.

3. That henceforth the first party admits and acknowledges that he/she has not been left with

any right, title and interest in the said Flat and the second party has become its sole and

absolute owner from the date of execution of this agreement.

4. That the Second Party shall realize all the rents and profits of the said flat have been

handed over to the Second party by the First Party.

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5. That the Second party or its nominee on behalf of the First Party shall apply to the DDA

and/or such other authority such as the aforesaid Co-operative Group Housing Society

Limited for the transfer/conversion of the said flat in favour of the Second Party and shall

obtain all the necessary permission/approvals subject to the purchaser paying/providing the

unearned increase if any payable to the DDA on account of such transfer/conversion which

shall be in addition to the aforesaid agreed sale consideration and hence the First Party will

execute proper sale deed(s) for his/her/their nominee within a period of one month from the

date of grant of sale permission/approval and get the same registered on the office of Sub-

Registrar Delhi/New Delhi or such other authority or authorities that may be empowered in

this regard.

6. That the First Party assures the Second party that the aforesaid flat/property is free from all

sorts of encumbrances such as prior sale, gift, mortgage, litigation and dispute, previous

contact, power of attorney, will etc., and if this fact is found otherwise, then the First Party

will be liable and responsible to indemnify the losses thus suffered by the Second Party.

7. That the Second Party will pay all the lease money, house tax, bills or any other dues and

demands of the concerned authority(s) as and when demanded by the authorities concerned

after the execution of this Agreement.

8. That the second Party shall obtain all the permissions, necessary approvals to complete the

sale transaction including the following:-

9. Permissions from the DDA to transfer the aforesaid flat/property in favour of the Second

party or his/her/their nominee (s) at the cost and expenses of the Second party.

10. Permissions from the Competent Authority under the Urban Land (Ceiling &

Regulations) Act, 1976 if required or in the alternative the First Party shall produce the

necessary affidavit (s), declarations or prescribed performas.

11. Or any other permission that may be required to transfer the said Flat/Property in favour

of the Second party at the time of the registration of the sale deed at his/her/their own cost

except that the unearned increase, stamp duty, registration charges, conveyancing etc. shall be

paid and borne by the Second Party and in that event the First Party shall not make any

further claim, demand and objection whatsoever. But the First Party would provide necessary

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help, would provide necessary information and sign and execute required papers/documents

if so required by the concerned authority to do all or any of the acts mentioned in point no.9.

12. That if in case the aforesaid flat is transferred/ registered in favour of the Second Party or

the lease hold rights in respect of the aforesaid flat are declared as freehold due to change of

Government policy, then the First Party shall have no right to object and shall not make any

further claim, demand etc.

13. That the First party has also executed and have registered General Power of Attorney and

special power of attorney(s) in favour of Shri./Smt./Kumari ____________________

Son/Daughter of Shri. __________ & (2) Smt. __________ & Resident of __________

__________ and all the aforesaid documents shall not be revoked or cancelled by First Party

any circumstances whatsoever.

14. That the First Party shall also be entitled to transfer the aforesaid flat/property to anybody

else and First Party shall have no objection.

15. That till this date, no lease deed/sub-lease deed has been executed by the DDA and if in

any case such document is to be executed then the Second Party will get it registered through

attorney on behalf of the First Party who shall sign all the necessary documents and shall

obtain the documents for his/her/their own use.

16. That in case the First Party does not perform its part of the Contract then the Second Party

shall be entitled to enforce this contract by way of specific performance the appropriate court

at the risk and cost of the First party.

17. That all the dues, demands and outgoings prior to the date of execution of this agreement

shall be paid and borne by the First Party and thereafter by the Second Party.

18. That it has been agreed upon by the parties that the First Party shall keep the Second

Party indemnified and free from all losses/damages which may be suffered, incurred,

undergone and/or sustained by the Second Party due to any act done in past or in future by

the First Party in respect of the said membership/flat/property and the leasehold right of the

land underneath it, and if the title of the property is found to be defective one.

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19. That the Second Party shall have the full right of conversion of the said Flat from the

lease hold to freehold and to make application, indemnity bond, undertaking, affidavit etc. to

the concerned authorities for the same.

20. IN WITNESS WHEREOF BOTH THE PARTIES have subscribed their respective hands

on these presence on the place, date, month and year first above mentioned in the presence of

the following witnesses.

WITNESSES:

1. FIRST PARTY

2. SECOND PARTY

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CHAPTER- III

SALE DEED

Sale ordinarily means transferring of property voluntarily at a price. Sale of

immovable property has been defined under Transfer of Property Act 1882 as under: ‘Sale’ is

a transfer of ownership in exchange for a price paid or promised or part-paid and part-

promised. Such transfer, in case of tangible immovable property of the value of one hundred

rupees and upwards, or in the case of a reversion or other intangible things, can be made only

by a registered instrument10.

Every person who is entitled to transferable property or is authorised to dispose of such

property and is competent to contract can transfer the property in whole or in part either absolutely or

conditionally. Minors and lunatics are not competent to contract; however, such persons can transfer the

property through their guardian appointed by a Court of competent Jurisdiction with the prior consent

and permission of the Court Execution, Attestation, Registration and Stamp Duty.11 Sale deeds are

executed and attested like bonds. Where by the sale deed a tangible immovable property of the value of

one hundred rupees or upwards is transferred it must be attested by two witnesses and must be

registered, the stamp-duty varies from State to State. Roughly the stamp-duty is at the rate of about 10%

of the price.

An assignment is a transfer of some right either by operation of law or contract. Here, the

purpose to deal with the assignment is only by operation contract. A debt, a decree, an actionable claim

and goodwill of business may' transferred by a deed of assignment. In the deed of assignment, the

transferor ailed assignor, and the transferee is called assignee. Assignments are executed and attested

like bonds. Its registration is compulsory if the assignment is of the value of rupees one hundred or

upwards id as incident to the assignment some intangible property stands transferred, otherwise

registration is optional12.

In the case of tangible immovable property, of a value less than hundred rupees, such

transfer maybe made either by a registered instrument or by delivery of the property.

10 S 54, Transfer of Property Act, 1882.11 SP Aggarwal, Drafting and Conveyancing, (1st ed., 2005), Lexis Nexis Butterworths Wadhwa. 12 AN Chaturvedi, Principles & Forms of Pleadings & Conveyancing, (10th ed, 2007), Allahabad Law Agency.

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Delivery of the tangible immovable property takes place when the seller places the buyer, or

such person as he directs, in possession of the property.

Sale includes transfer and the Income Tax Act defines transfer of capital assets as under13:

Transfer, in relation to capital assets includes:

1. The sale, exchange or relinquishment of an assets, or

2. The extinguishment of rights therein, or

3. The compulsory acquisition thereof under any law, or

4. In case where the asset is converted by the owner thereof into, or is treated by him as,

stock in trade of a business carried on by him, such conversion or treatment, or

5. Any transaction involving the allowing of the possession of any immovable property

to be taken or retained in part performance of a contract of a nature referred to in S.

53A of the Transfer of Property Act 1882, or

6. Any transaction (whether by way by becoming a member of, or acquiring share in a

cooperative society, company or other association of persons or by way of any

agreement of any arrangement or in other manner whatsoever) which has an effect of

transferring or enabling the enjoyment of any immovable property.

The definition of transfer is an inclusive definition and not exhaustive. Transfer

includes sale and a sale maybe defines as a contact founded on money consideration by

which the absolute or general property in the subject of sale is transferred from the seller to

the buyer and the essential of the sales are:

1. Mutual Agreements

2. Competent Parties

3. Money Consideration

The most essential ingredient of a sale is right to sell or alienate or in other words, one

must be owner of a thing and only then he can sell it, as the basic law is one can sell only

13 S 2(47), The Income Tax Act, 1961.

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what he owns14.

In Jodha Lal v Comissioner of Income Tax15 the Supreme Court while considering the

question as to who is the owner referred to in section 9(1) of the Income Tax Act, 1922

observed that Section 9 bring to tax the income from property and not the interest of the

person in the property.

A property cannot be owned by two persons, each having one independent and exclusive

right over it… the word ‘owner’ has different meanings in different contexts. In Nawab Sir

Mir Osman Ali Khan v Commissioner of Wealth Tax16, the Supreme Court referred to

Salmond's definition of 'ownership’:

(a) the owner will have a right to possess the thing which he owns

(b) the owner normally has the right to use and enjoy the thing owned, the right to manage it,

i.e. the right to decide how it shall be used and the right to the Income from it

(c) the owner has the right to consume, destroy or alienate the thing

(d) ownership has the characteristic of being indeterminate in duration

(e) ownership has a residuary character. Legal ownership is that which has its origin in the

rules of the common law, while equitable ownership is that which proceeds from rules of

equity different from the common law.

In constructing a sale deed the words used by the vendor cannot be ignored on any

supposition or presumption. Where the property has been specifically identified in a deed any

ambiguity or inconsistency arising out of it has to be disregarded. In a case before the

Supreme Court the vendor, who was the owner of the building, intended without any

reservation, to transfer the two-storied building called Anand Bhavan in favour of the vendee.

With the execution and registration of the sale deed the vendee became the owner of the

entire Anand Bhavan. The erroneous recital in the sale deed about the area of the building

would not in any manner affect the title of the vendee.17

SALE DEED OF LAND WITH BUILDINGS

14 Sohal Lal v Swaran Kaur (2003) 2 RCR 408 (P&H).15 AIR 1972 SC 126.16 AIR 1987 SC 522.17 Ishwari Devi v Sarla Devi (1995) 2 SCC 86 (Supp.).

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THIS DEED OF SALE is made at ............ this .................. day of......................,

2000, between Shri ...............................son of ............................................. residing

at ............................... hereinafter referred to as 'Vendor No. 1' (which expression shall unless

the context or meaning be otherwise repugnant mean and include his heirs, legal

representatives, executors, administrators, assigns) of the FIRST PART and Smt. A, wife of

Shri ...................................... residing at .............................. hereinafter referred to as

"Vendor No. 2" (which expression shall unless the context or meaning be otherwise

repugnant mean and include her heirs, legal representatives, executors, administrators,

assigns) of the SECOND PART and M/s. ………………………, a firm registered under the

Indian Partnership Act, 1932 and carrying out its business at ....................................

represented by the two partners.

(i) Shri M residing at ................................... (ii) Shri N residing

at, ................................................ hereinafter referred to as "Vendor No. 3" (which

expression shall unless the context or meaning thereof be otherwise repugnant mean and

include the heirs, legal representatives, executors, administrators, assigns) of the deceased

partners and the partners and the partners for the time being of the THIRD PART in favour of

the …………………. a company incorporated under the Companies Act, 1956 and having its

registered office at ............................ hereinafter referred to as "the Purchaser" (which

expression shall unless the context or meaning thereof be otherwise repugnant mean and

include its successors and assigns).

WHEREAS the Vendor Nos. 1 and 2 are absolutely seized and possessed of or

otherwise well and sufficiently entitled to the piece and portion of land in plot No.................

admeasuring .................. sq. metres (.................. sq. fts) or thereabout comprising plot area of

................ sq. mts. ( .................. sq. fts.) and the area under approach road

admeasuring ........... sq. mts. (....................... sq. fts.) in the layout bearing ....................

dated ............... sanctioned -by the .................... Municipal Corporation and comprised in

Survey No .................... at ............... .................... more particularly described in the

First Schedule hereunder written and delineated on the plan hereto annexed and thereon

shown surrounded by a red coloured boundary line (which piece of land is hereinafter

referred to as the said land).

AND WHEREAS the Vendor Nos. 1 and 2 party as the owners of the said land made

an application to the Government of ........................................ under section 21 of the Urban

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land (Ceiling and Regulation) Act, 1976 (hereinafter referred to as "the Said Act") for the

exemption of plots of land admeasuring ...................... sq. mts. from the provisions of

Chapter Ill of the said Act and granting permission for its sale.

AND WHEREAS an order No. ULC ................ dated ......................... was passed

by the Government of .................. under section 21 of the Urban Land (Ceiling and

Regulation) Act, 1976 and modified vide letter No ...................... dated ................

exempting the land described in the Recital B from the provisions of Chapter Ill of UL

(C&R) Act, 1976 and permitting the Vendor Nos. 1 and 2 to sell the said land with buildings

to the ……………………... Ltd. the purchaser herein subject to the conditions mentioned

therein.

AND WHEREAS by an Agreement for sale dated .................. made

between the purchaser and the Vendor No. 3 ………………………. and confirmed by the

Vendor Nos. 1 and 2 (hereinafter referred to as "The said Agreement") and Vendor No. 3 has

agreed to procure for construction the said land and to construct ................ residential

buildings consisting of ..................... flats/tenements as per plan approved by

the .................. Municipal Corporation and as per designs and specifications required

by the purchaser at the rate and on the terms and conditions contained in the said Agreement.

AND WHEREAS the Additional Collector, .................... has granted permission for

non-agricultural use of the land for construction of residential buildings on the said land by

order No. ............... dated ..................

AND WHEREAS pursuant to the said agreement the Vendor No. 3 called upon the

Vendor Nos. 1 and 2 to execute the conveyance of the said land together with the buildings

constructed thereon in favour of the purchaser and the Vendor Nos. 1 and 2 have agreed to do

so on the vendor No. 3 joining in the execution of this present as the Vendor No. 3.

AND WHEREAS the Vendors are desirous and have agreed to sell unto the purchaser

the said land with three buildings containing .......................

tenements ................ sq. fts. of built-up area which includes over and above the sanctioned

rate of Rs . ................ per sq. ft. an extra rate of Rs . ............... per sq. ft. for

providing extra amenities, superior specifications and additional developments and the

purchaser has agreed to purchase them for the total price of Rs . .............. of

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which Rs . ................... and Rs . ................. are payable to the Vendor No. 1 and Vendor

No. 2 respectively.

NOW THIS DEED OF SALE WITNESSETH AS FOLLOWS:

That in pursuance of the said agreement and in consideration of the sum of

Rs . ................... (Rupees .......................... only) paid on or before the execution of

these presents, by the Vendor No. 3 to the Vendor Nos. 1 and 2 in further consideration of the

sum of Rs. .................... (Rupees ......................... only) paid on or before the execution of

these presents, by the Purchaser to the Vendor No. 3 (the receipt and payment of which the

vendors do hereby acknowledge, and admit and of and from the same and every part thereof,

do hereby acquit and release and forever discharge the purchaser), the vendors do hereby

GRANT, CONVEY, SELL, TRANSFER AND ASSURE unto the purchaser, its successors,

assigns and administrators-in-interest ALL THE SAID land more particularly described in

the First Schedule hereunder written together with the three buildings consisting of ....... flats

and all ways, paths, passages, easements, privileges, trees, appurtenances, whatsoever to the

said plot or in any way appertaining to the same and/or any part thereof now or at any time

heretofore usually held, used, occupied or enjoyed therewith or reputed to be so held, used,

occupied or enjoyed and all the estate, right, title, interest, claim and demands whatsoever

both at law or in equity of the vendors into or out of the said plot, hereby granted, conveyed,

sold, transferred and assured or otherwise expressed and intended so to be UNTO AND TO

THE use of the purchaser absolutely forever and absolutely free from all encumbrances,

claims, SUBJECT HOWEVER to the payment of all rates, taxes, assessments, dues and

duties chargeable upon the said plot and payable to the Government or the Municipal

Corporation of the City of .................... or any other authority in respect thereof and the

vendors do hereby covenant with the purchaser that notwithstanding any act, deed or thing by

the vendors done or executed or knowingly suffered to the contrary, the vendors now have in

themselves good right, full power and absolute authority to grant, convey, sell, transfer and

assure the said land with the buildings hereby conveyed and assured or expressed and

intended so to be unto and to the use of the purchaser in the manner aforesaid and that the

purchaser shall and may at all times hereafter peacefully and quietly possess and enjoy the

same and receive the rents and profits thereof without any lawful eviction, interruption, claim

and demands whatsoever from or by the vendors or by any other person or persons lawfully

or equitably claiming by, from, under or in trust for the vendors and that free and clear and

19

freely and clearly and absolutely acquitted, exonerated, released and forever discharged or

otherwise by the vendors well and sufficiently saved, defended or kept harmless and

indemnified, or from and against all estates, claims, charges, encumbrances whatsoever

heretofore made, executed, occasioned or suffered by the vendors or by any person or persons

lawfully claiming or to claim by, from, under or in trust for them and the vendors and all

other persons claiming by from / or under the vendors shall and will from time to time and at

all times hereinafter at the request of the purchaser execute, make or perfect or cause to be

executed, made or perfected all such acts, deeds, things and assurances whatsoever for further

and more perfectly assuring the said land and building constructed thereon and every part

thereof UNTO AND TO THE USE of the Purchaser as shall or may be reasonably required.

AND THIS INDENTURE FURTHER WITNESSETH that in pursuance of the said

Agreement and in consideration of the premises the vendors with intent to bind so far as they

can, call upon all persons into whose custody the deeds and writing comprised in the Second

Schedule hereunder written shall come DO FURTHER COVENANT with the purchaser, its

successors and assigns that the vendors shall and will unless prevented by fire or some other

inevitable accident from time to time and at all times hereafter upon every reasonable request

and at the cost of the purchaser or any person or persons having or lawfully or equitably

claiming through the purchaser, its successors and or assigns any estate or interest in the said

land described in the First Schedule hereunder written or any part thereof produce or cause to

be produced to the purchaser and other person or persons as aforesaid or its/their solicitors,

advocates or agent or the person or persons so requiring production of the said deeds and

writings comprised in the Second Schedule hereunder written at any trial, hearing,

commission or examination or in the course of any judicial or other proceedings or otherwise

as occasion shall require all or any of the said deeds and writings comprised in the Second

Schedule hereunder written which relate as well as to the said land as also to other land

belonging to the vendors and the possession of which is retained by the vendors for the proof,

defence and support, of the title of the purchaser, its successors and assigns or any other

person or persons as aforesaid to the said land described in Schedule 1 hereunder written or

any part thereof and will permit the same to be examined, inspected or given in evidence and

will also at the like request and cost of the purchaser, its successors or assigns or any other

person or persons as aforesaid made and furnish or cause to be made and furnished to it/or

them such true attested or other copies or abstracts of or extracts from the same deeds and

writings respectively or any of them as it or they may require and shall and will in the

20

meantime unless prevented as aforesaid keep the same deeds and writings safe, whole,

uninjured, unobliterated and uncancelled. Provided always and it is hereby declared that in

case the vendors or their successors and assigns shall deliver the said deeds and writings or

any of them to any further purchaser or purchasers of any of the land hereditaments and

premises to which the same may relate or to any other person or persons for the time being

entitled to the custody of the said deeds and writings and shall thereupon at their own costs

and charges procure for such purchaser herein, its successors and assigns similar in all respect

of the covenant hereinbefore contained then and in such case and immediately thereupon the

said mentioned covenant shall cease and be null and void so far as regards the deeds and

writings to which the said substituted covenant shall relate.

The Vendor No. 3 hereby confirms the sale between the vendors and the purchaser of

the said land and has executed this Deed as Vendor No. 3.

IN WITNESS WHEREOF, the vendors hereto have hereunto set their respective

hands on the day, month and year first hereinabove written.

First Schedule above referred to

(Description of the said Land)

Second Schedule

List of Documents retained and covenanted to be produced

Signed and delivered by the within named vendor

Nos. 1 and 2 by their duly constituted Attorney

Shri ................................

Signed and delivered by the Vendor

No. 3 ……………………,

by Shri M and Shri N, partners

WITNESSES;

21

Received the day and year first hereinabove written a sum of Rs . .................... (Rupees

............................ only) being the full consideration money as within mentioned payable to

the vendor No. 1.

I say received

(Vendor No. 1)

Received the day and year first hereinabove written a sum of Rs. ..................

(Rupees ........................................... ) being the full consideration money as within

mentioned payable to the vendor No. 2.

I say received

(Vendor No. 2)

Received the day and year first hereinabove written a sum of Rs. .......................

(Rupees ....................................... ) being the full consideration money as within

mentioned payable to the vendor No. 3.

We say received

for ……………..

WITNESSES

1 .

2.

22

SALE DEED OF A HOUSE

This indenture of sale made on the……..day of…….. 20……between Shri X, son of Shri Y,

resident of………..hereinafter called the vendor (which expression shall include wherever

applicable his heirs, executors, legal representatives and assigns) of the ONE PART and Shri

A, son of Shri B, resident of………hereinafter called the purchaser (which expression shall

include wherever applicable his heirs, executors, legal representatives and assigns) of the

OTHER PART.

Whereas one Shri……had by means of a deed of conveyance dated…..and registered

as No...........................................in Book No……….Volume………on pages……in the

office of Joint/Sub-registrar at.. . .had acquired the estate which was commonly known as

…….. and thereafter had constructed new houses on the open land and named the same

as…….. and

Whereas on the demise of the said Shri ……., Shri…….son of……resident of……had

………acquired the said premises by means of the last will and testament of the said Shri

……..dated ……. and registered as No…….. in the Book No………Volume……..pages

……..in the office of the Joint/Sub-Registrar,...................on ………;and

Whereas the said Shri.............. sold out the entire estate to Shri………jointly with

Shri…… by means of a sale deed dated ………Registered as No……..of……in Book

No......Volume No.........on pages.......in the office of the Joint/Sub-Registrar…….on the

..........;and

Whereas the said Shri……jointly with Shri……..sold out the entire estate to

Smt…….and Shri……by means of a sale deed dated……..Registered as No…….in Book No

………Volume……on pages…….dated………in the office of Joint/Sub-Registrar;……..and

Whereas the said Smt…….. and Shri…….. jointly sold a portion of the said estate

(approx about......................................................... acres) to Smt……. wife of………..and

Shri……..son of late……… resident of................by sale deed dated Registered as No…….in

Book…….Volume No........................................... pages……in the office of Joint/Sub-

Registrar, ….. and

23

Whereas the said Smt……and Shri.........jointly sold other portion of the said estate (approx

about 3.50 acres) to Smt.......................... wife of ................. and Shri…….son of

late……..resident of................................by a sale deed dated……..Registered as No in

Book No……..Volume No.....................pages…….in the office of Joint/Sub-Registrar, ……

and

Whereas the said Smt……. and Shri....…..jointly sold the entire property under their

ownership admeasuring approx……… acres to the Vendor by sale deed dated………..

Registered as No................................. Book No……….Volume No pages in the

office of Joint/Sub-Registrar..................; and

Whereas Smt….. and Shri ............ also jointly sold the property to Vendor under their

ownership admeasuring about......acres by sale deed dated……..Registered as No…… in

Book No........................................Volume No................ pages……on…….in the office of

Joint/Sub-Registrar, .....................; and

Whereas the Vendor herein has become absolute owner of the total extent of…….acres and

the building constructed thereon more particularly described in the Schedule hereunder; and

Whereas the said property was renamed as………and at the request of the Vendor the change

of name was also recorded in the records of Municipal Board……….;

And whereas the Vendor has offered to sell the said…….acres of land, bearing plot

No…….situated on…….known as…….together with a building bearing No ….

…… .Road……..and the Purchaser has agreed to purchase the said property more

particularly described in the schedule hereunder and delineated in the plan attached hereto

and coloured red thereon for a total sale consideration of a sum of Rs…….(Rupees only).

NOW THIS INDENTURE OF SALE WITNESSETH AS UNDER:

That in pursuance of the said agreement and in consideration of the said sum of Rs……...

{Rupees………only) paid by the Purchaser herein unto the Vendor before execution of these

presents (the receipt of which sum the Vendor doth hereby acknowledge as the full

consideration) the Vendor doth hereby grant, convey, and assign by way of absolute sale unto

the Purchaser all those pieces and parcel of land admeasuring……….acres bearing plot No

popularly known as situated at ……… along with the building constructed

24

thereon bearing municipal No……….more particularly described in the Schedule

herein and delineated in the plan attached thereto and coloured thereon together with

building fixtures, etc. with all the estate, right, title and interest of the Vendor herein together

with all other rights, easements, advantages, privileges and appurtenances whatsoever in the

said piece and parcel of land to have and to hold the same unto the Purchaser herein

absolutely for ever and absolutely free from all encumbrances, claims, demands, attachments

and charges of all claim but subject however to the payment of all any other Local

Authorities in respect of the said land and property more particularly described in the

Schedule hereunder the delineated in the plan attached hereto and coloured thereon together

with all ways, waters, watercourses thereto/whatever in the said piece or parcel of land more

particularly described in the Schedule hereunder and hereby conveyed, the Vendor covenant

and confirm that any rents, rates, taxes assessment dues, duties on the paid property have

been paid by them upto and including the date of these presents and further covenant that

should any rates, taxes, dues and duties be found payable upto date, the same shall and will

be paid by him; and

Whereas the Vendor doth hereby convenant with the said purchaser that he, the Vendor have

good right, title, interest and full power to grant, convey and assign the said piece and parcel

of property more particularly described in the Schedule hereunder and delineated in the plan

attached hereto and coloured thereon in the manner aforesaid and that the said property is

free from al! encumbrances, claims, demands and other court attachments and that the

Purchaser may quietly enter into and enjoy the same, the rents and profits of the said

property without any lawful interruption, claims, demand or disturbance whatsoever from the

said vendor or any other person or persons claiming through, under or in trust for the said

Vendor. And that free and clear and freely and clearly and absolutely acquitted, exonerated,

released and forever discharged or otherwise by the vendor and sufficiently saved, defended,

kept harmless and indemnified of, from and against all former and other estates, titles and

charges and/or encumbrances whatever had made, executed, occasioned or suffered by the

Vendor or by any other person or persons lawfully or equitably claiming or to claim by,

from, under or in trust for them or any of them with the vendor and all persons having or

lawfully or equitably claiming any estate; right, title or interest in law or in equity in all said

property hereby assigned, transferred or any part thereof by, from or in trust for the vendor or

his successors, assigns and representatives shall and will from time to time.

25

And the Vendor doth hereby covenant with the Purchaser that notwithstanding any act, deed,

matters or things whatsoever by the Vendor or by any person or persons lawfully or

equitably claiming by, from, through, under or in trust for him, made, done, committed or

knowingly or willingly suffered to the contrary, has right, title or interest to the said property

not becoming void or voidable or the Vendor doth hereby covenant with the Purchaser that

there is no mortgage, charge or lien or other encumbrances on the said property and the

Vendor doth hereby further covenant with the Purchaser that the Purchaser, its visitors,

servants agents and licenses from time to time and at all times hereafter by day and night at

its or their free will and pleasure for all purposes connected with the use and enjoyment of

the said property hereby conveyed, and assured or expressed so to be to go to return, pass

and repass with or without vehicles of all descriptions (including mechanically propelled

vehicles) laden or unladen and with or without animals over the common road and the

Vendor declare that he has handed over to the Purchaser all documents of title relating to,

belonging to or connected with the said property and the Vendor declare and confirm that he

does not have any other document of title and should he come in possession of any evidence

or document of or relating to title, he shall and will hand over or cause to be handed over to

the Purchaser or any person claiming through or under the Purchaser.

And, lastly the Vendor, doth hereby confirm that he had handed over to and placed the

Purchaser in possession of the said property hereby granted, conveyed, transferred and

assigned unto the purchaser.

And the vendor doth hereby further covenant with the said Purchaser that whenever

reasonably required by the said Purchaser and at the cost of the Purchaser, the Vendor will do

sign and execute all other acts, deeds and writings for further and better assuring the said land

and property more particularly described in the Schedule hereunder and hereby conveyed to

the said Purchaser.

In witness whereof the Vendor has hereunto set his hand to this Indenture of sale on the day,

month and year first above herein written.

Schedule of the property above referred

All that piece or parcel of land or ground bearing plot No……..situated at……….….

admeasuring……..acres or the thereabouts along with the building bearing

Municipal No……of……popularly known as……..marked A, B, C, D, E, F, G and

26

delineated by the red colour in the site plan annexed thereto, within the Registration District

of………and bounded as follows:

North :

South :

East :

West :

WITNESSES Signed and delivered by Shri…………..

1 …………………… the within-named Vendor

2…………………….

Received the day and year first hereinabove written of and from the within-named Purchaser

a sum of Rs……(Rupees……only) being the full consideration money as within mentioned

payable by it to us.

Rs............................................

I say received.

Date (Vendor)

27

CHAPTER- IV

PARTNERSHIP DEED

Partnership is formed by an agreement. The agreement nay be verbal or in writing or

may be inferred from the conduct of the partners. To avoid future disputes and differences

between the partners it is desirable to have a written agreement. The written agreement

between or among the partners is known as “Partnership Deed” otherwise known as 'Articles

of Partnership'. It must be signed by all partners and stamped in accordance with the Indian

Stamp Act.18

4.1. Definition:

According to definition in section 4 of the Indian Partnership Act, 1932, a partnership

is the relation between persons who have agreed to share the profits of a business carried on

by all or any of them acting for all. The agreement to share the profits of a business is an

essential element, and it is expressly provided by section 5 that the relation of partnership

arises from contract and not from status.

4.2. Deed of Partnership:

Partnership may be created by oral agreement, but it is always safe, in order to avoid

future disputes, to have a proper deed of partnership drawn up. It is executed by all the

partners and is drafted as an agreement by them to carry on a business in partnership on

certain terms and conditions.19

4.3. Parties:

All the partners should join in the execution of the partnership deed. If they are more

than ten, in the case of a banking business, and more than 20 in the case of other businesses,

the partnership should be registered as a company under the Companies Act, 1956 and in that

case Memorandum of Association and Articles of Association shall be drawn up.20

18 SP Aggarwal, Drafting and Conveyancing, (1st ed., 2005), Lexis Nexis Butterworths Wadhwa.19 JM Srivastava and GC Mogha, The Indian Conveyancer, (14th ed., 2009), Eastern Book Company, 450.20 S. 11 Companies Act, 1956.

28

A minor cannot be a partner but he may be admitted to the benefits of partnership.21

His rights on such admission are laid down in section 30 of the Partnership Act. On attaining

majority he should give notice whether he does or does not elect to become a partner.22

4.4. Business:

The business should be clearly defined. It should not be immoral, or illegal, or against

public policy, as the contract to carry on such business will be illegal and not enforceable.

4.5. Registration of firm:

Registration of a firm is not compulsory, but registration of the firm is a condition

precedent to the right to institute a suit to enforce a right arising from a contract or conferred

by the Act.23

4.6. Terms of Partnership and Contents of Deed:

Terms should be carefully settled and entered in the Partnership deed. They will

always depend on the nature of the business and it is not possible to lay down definitely what

they should be. But as a general rule provision may be made for:24

i. Names and addresses of the firm and each partners

ii. Nature of business to be carried on and the locally where business is to set up

iii. Duration of partnership, whether for a fixed period/job of not

iv. Capital contribution by the each partner

v. Profit sharing ratio among the partners

vi. Interest on capital, if any to be paid to partners

vii. Drawings and interest on drawings, whether permissible or not

viii. Loans and advances by partners to the firm

21 Ram Gopal v Baij Nath AIR 1937 Cal 396.22 S. 30, Indian Partnership Act, 1932.23 s. 58, Indian Partnership Act, 1932.24 SP Aggarwal, Drafting and Conveyancing, (1st ed., 2005), Lexis Nexis Butterworths Wadhwa.

29

ix. Whether or not to pay salary or commission to partners How and who will manage the

business

x. Methods of keeping accounts who and how to audit the accounts. Maintaining bank

accounts

xi. The mode of admission and retirement of partners

xii. How to value the goodwill on admission, retirement and death of a partner

xiii. Method of settlement of accounts on retirement and death of a partner

xiv. Provision for arbitration in case of disputes

xv. The methods of dissolution of partnership firm

xvi. Settlement of accounts in case of dissolution of the firm

To say in brief, everything that is relevant to the relationship between the partners

forms part of the agreement. Even aspects relating to Arbitration (in case of disputes among

themselves) etc., will be part of the agreement.

The relationship among the partners is contractual. To constitute partnership, it is not

incumbent that each partner contributes capital in the form. The Partnership sails primarily

upon mutual confidence. It is illegal if constituted for some purpose opposed to public policy

or the law. A partner cannot obtain private benefit at the expense of the firm. With the co

partners he is to share the benefits.

4.7. Dissolution of Partnership:

Dissolution of Partnership has been defined under s 39 of the Indian Partnership Act

1932 and various modes of dissolution have been defined under s 40,41,42 and 43 and

dissolution by court is defined under s 44 of the Indian Partnership Act 1932.

Dissolution is of the following types:25

Dissolution by agreement- with the consent of all parties

Compulsory dissolution

25 Ss 40,41,42,43, Indian Partnership Act, 1932.

30

Dissolution on the happening of certain contingencies

Dissolution by notice of partnership at will

Dissolution by the Court

31

DEED OF PARTNERSHIP

THIS DEED of Partnership is made at.................... on this .................... day

of ............... by and between: Shri ............................... aged about .............. years, son of Shri

.................................. resident of ………………………………………… (Hereinafter to be

called the First Party); Shri ............................... aged about ............... years, son of

Shri .................................. resident of ………………………………………(Hereinafter to be

called the Second Party); Shri ............................. aged about ................ years, son of

Shri .................................. resident of (Hereinafter to be called the Third Party);

Shri .......................... aged about ................. years, son of Shri .................................. resident

of (Hereinafter to be called the Fourth Party);

WHEREAS the parties to this deed have been carrying on the business

of ....................................... under the name and style of M/s. ......................... with its

principal place of business at ............. on the terms and conditions incorporated in the

Partnership Deed executed on .........................................

AND WHEREAS vital amendments have been made by the Finance Act, 1992 in the

procedure for assessment of firm. Consequent to the said amendment, the parties to this deed

had a meeting and have orally and mutually agreed to amend and alter some of the terms and

conditions contained in the aforesaid partnership deed with effect from 1-4-1992.

AND FURTHER WHEREAS the parties to this deed have been carrying on the above

said business in partnership on the terms and conditions orally and mutually agreed amongst

themselves as aforesaid;

AND NOW WHEREAS the parties to this deed desire that the terms and conditions

on which they have been carrying on the above said business in partnership

since ...................... and propose to continue in future be reduced to writing to avoid future

difficulties or misunderstanding.

NOW, THEREFORE THIS DEED WITNESSETH as under, incorporating the

aforesaid amendment/ alteration in the terms and conditions of the partnership:

1. That the partnership business has been and shall continue to be carried on under the

name and style of M/s. ....................................

32

2. That the partnership business has been and shall continue to be that of ................

with its principal place of business at .............. The parties by mutual consent may

carry on business at such other place or places, in such other name or names and of

such other nature or natures, as they may deem fit and proper from time to time.

3. That the amount lying to the credit of the partners as on 1-4-1992 shall be deemed as

their capital investment. Further capital, loans or deposits looking to the

needs/requirements of the partnership firm shall be arranged, invested or contributed

by the partners.

4. That interest at the rate of 18% per annum or as may be prescribed under section

40(b)(iv) of the Income-tax Act, 1961 or any other applicable provisions as may be in

force in the income-tax assessment of the partnership firm for the relevant accounting

period or at a lower rate as may be agreed to by and between the parties from time to

time shall be paid to the partners or credited to the partners on the amount standing to

the credit of the account of the partners.

Such interest shall be considered as an expenditure of the firm and shall be

debited to the Profit & Loss Account of the firm before arriving at the divisible profit

or loss. The interest to persons other than partners shall be paid or credited to their

accounts at the rate or rates as may be agreed to by and between the partners and such

persons from time to time.

5. That Shri ................................ Shri ..................... and Shri ............................ the

parties of the ....................... parts have agreed to keep themselves actively engaged in

conducting the affairs of the business of the partnership firm. The said partners shall

be working partners. It is hereby agreed to that in consideration of the said parties

keeping themselves actively engaged in the business of the partnership firm and

working as working partners, shall be entitled to remuneration.

The remuneration payable to the said working partners shall be computed in

the manner laid down or deduction under section 40(b)(v), read with Explanation 3 of

the Income-tax Act, 1961 or any other applicable provision as may be in force in the

income-tax assessment of the partnership firm for the relevant accounting year. Such

33

amount of remuneration shall be distributed between the said working partners in the

following proportion:

A. Shri ................................ ....... per cent of such amount

B. Shri ................................ ....... per cent of such amount

C. Shri ................................ ....... per cent of such amount

The partners shall be entitled to increase or reduce the above remuneration and

may agree to pay remuneration to other working partner or partners as the case may

be. The partners may also agree to revise the mode of calculating the above said

remuneration as may be agreed to by and between the partners from time to time.

6. That the parties hereto shall be true and faithful to each other and shall not do or cause

to be done anything which may be detrimental to the interest of the firm.

7. That the parties shall keep or cause to be kept proper books of account and documents

and shall make entries therein of all receipts, payments and other matters as is usually

done and entered in the books of account kept by persons engaged in business similar

to that of the firm. Each partner shall have a right to have access to and to inspect and

take copy of the same.

8. That the partnership has been and shall be a partnership at will.

9. That the net profit of the partnership firm after deduction of all expenses including

rent, salaries, other establishment expenses, interest and remuneration payable to the

partners in accordance with this deed of partnership or any supplementary deed as

may be executed by the partners from time, to time, shall be divided and distributed

amongst the partners in the following proportion:

Sr. No. Name of Party Share in profits

1.

2.

3.

34

4.

The losses, if any, including loss of capital suffered in any year shall also be

apportioned in the above said proportion.

10. That the bank account or accounts have been and shall be maintained in the name of

the firm and shall be operated singly or jointly by the partners.

11. That the books of account shall be closed on 31st day of March each year. The net

profit or loss after deducting all expenses, interest, remuneration, outgoings shall be

divided between the parties in proportion to the sharing ratio referred to hereinabove.

12. That notwithstanding anything contained in the Indian Partnership Act it is hereby

mutually agreed to by and between the parties that in case of death of any one or more

partners, the firm shall not be dissolved but shall continue to be carried on by and

between the surviving partners and legal heirs and/or representatives of the deceased

partner, as a continuing concern, on the same terms and conditions as incorporated in

this Deed or on such terms and conditions as may be agreed to by and between them

from time to time. It is hereby further clarified that it shall be deemed as change in

constitution and not succession.

13. That with respect to any matter connected with the affairs of the firm, which is not

specifically provided for herein, the partners may make such agreements therefor and

may set in such manner with regard thereto as may be agreed upon by and between

themselves.

14. That if the partners deem proper and in their interest, they may admit any other person

or persons as partners on the terms and conditions as may be mutually agreed amongst

themselves.

15. That the partners to this deed are partners in their individual capacity/representing

HUF styled as M/s. ..................................... The parties do not represent any other

person.

16. All bonds, bills, notes, bills of exchange, hundies or promissory notes or other

securities given on behalf of the partnership (except cheques) shall be signed,

endorsed, accepted or executed jointly by all the partners and any bond, bill, note,

35

bill of exchange, etc. to which any partner may be a party contrary to this provision

shall be deemed to have been on the personal account of such partner and he shall pay

and discharge the same out of his own moneys and indemnify other partners and the

firm against payment thereof and against all actions, proceedings, costs, charges,

expenses, claims and demands in respect thereof.

17. That the parties of ...................... part are not working partners but are only financing,

dormant and sleeping partners. The parties of ....................... part need not be in

charge of, responsible to the firm for the conduct of the business of the firm and need

not take interest in day-to-day working and business of the partnership firm.

That the parties of the ............................ part shall not be liable to any criminal

action for the business or working of the partnership firm or for the acts of the other

partners or its employees or its representatives for and on behalf of or on account of

the partnership firm or for the purposes of the partnership firm. The said partners shall

not be liable for any liability, civil or criminal, against the partnership firm or other

partners.

That the said partners shall not become and shall not be liable for any criminal

action for any default or offence committed by other partners or employees or

authorised representatives of the firm under the Income-tax Act, Customs Act,

Foreign Exchange Regulation Act, Sales tax Laws or other Central or State Acts,

laws, Rules or Regulations.

18. That the partners shall be entitled to modify the above terms relating to remuneration,

interest, etc. payable to partners by executing a supplementary deed and such deed

when executed shall have effect unless otherwise provided from the first day of

accounting period in which such supplementary deed is executed and the same shall

form part of this deed of partnership.

19. That all disputes and questions in ...................... connection with the partnership or

this deed arising between the partners or between any one of them or their legal

representatives and whether during or after the partnership, shall be referred to the

arbitrator in accordance with the provisions of the Arbitration and Conciliation Act,

1996 then in force.

36

IN WITNESS WHEREOF the parties to this deed have set their hands on the day and

year first above written and in the presence of:

First Party Second Party

Third Party Fourth Party

WITNESSES;

1.

2.

37

PARTNERSHIP AGREEMENT BETWEEN ADVOCATES

THIS DEED of Partnership made at ........................ this ............... day

of .........................., 2000, between A son of ............................ resident of ...........................

of the FIRST PART, B son of ........................ resident of ................. of the SECOND PART,

C son of ....................... resident of .................. of the THIRD PART, and D son

of ................... resident of ............... of the FOURTH PART.

WITNESSETH THAT the parties hereto shall be and become partners on the

following terms and conditions:

(1) The said partners will carry on the business of Advocates in partnership at ...............

under the name and style of M/s. .................................................. with effect

from .............

(2) The partnership shall be for a period of ................ years unless previously determined

in the manner hereinafter provided.

(3) The capital requisite for carrying on the partnership business is Rs. ......................

which shall be contributed by all the partners equally. Any further capital required

from time to time shall be contributed by the partners in equal shares.

(4) The partnership firm shall open an account with ..................

Bank ................................... Branch ............................... or such other bank as the

partners shall from time to time agree upon.

(5) All partnership moneys, cheques, pay orders, demand drafts and other instruments for

money shall as and when received be paid into or deposited in the bank to the credit

of the partnership account. The moneys received by the firm or any partner on behalf

of the firm of any client or third person shall forthwith be deposited in the said bank

to a separate clients account to be kept by the firm.

(6) Proper books of account and diaries shall be kept by the partners at the business

premises and the same shall be available for inspection by all the partners at all times.

(7) Each partner shall make full and proper entries of all business transacted by him on

account of the partnership and cheek up the bills for all such matters.

38

(8) Each partner shall devote his whole time and attention to the partnership business and

no partner shall, without the consent of the other partners engage in any other

business or hold any office or appointment, provided that each partner can provide

free and voluntary service to his friends or relatives.

(9) Each partner shall be entitled to ...................... days holiday in each year, and to

absent himself from business to ................... days consecutively or otherwise in each

year. If the period of absence of any partner exceeds ................ days, his share of the

net profits of such year shall be considered as divided into 365 parts and for every day

on which such partner shall have been absent in excess of such .............. days, one of

such parts shall be divided equally between all the partners for the time being

(including the partner so absenting himself).

(10) Each partner shall be entitled to draw a sum of Rs. ................. every month on account

of his accruing share of the net profits for the current year. If in any year the aggregate

amount drawn out by any partner shall be found to exceed the amount of his share in

the net profits on taking of the annual account, he shall forthwith repay the excess to

the partnership.

(11) No partner shall pledge and credit the partnership except in the usual and regular

course of the business or conduct any business for any person, company or firm,

whom the other partners shall have previously in writing, forbidden him to deal with.

(12) The firm shall not charge for acting as Advocates for a partner or the wife or any child

or children of a partner or his, her, or their trustees, except out of pocket expenses or

costs recovered against other parties in any proceedings or out of any estate or

property the subject of any such proceedings and any costs recovered shall be credited

to partnership account.

(13) No partner shall without the written consent of the other partners:

(a) Engage directly or indirectly in any business other than that of the partnership.

(b) Engage or dismiss any clerk, junior or any other employee of the partnership

or take any junior, except hereinafter provided.

39

(c) Employ any of the moneys of the partnership or clients or pledge the credit of

the partnership except in the ordinary course of business and upon the account

or for the benefit of the partnership.

(14) Each partner shall be entitled at any time to receive one junior to enable the latter to

qualify as an advocate without paying any premium.

(15) The general account and balance sheet shall be taken and made as at the close of each

year ending on the 31st March and after the taking of the account, the same shall be

audited by M/s. ..................................... Chartered Accountants, whose audit shall

extend to the separate clients account and to all properties belonging to any client

which are in the possession or custody of the firm.

(16) The net profits appearing on each such yearly account shall be divided in equal shares

and such profits less such sums as may have been previously drawn on account by

such partner, may be withdrawn by the partners respectively entitled thereto, as and

when there shall be money at the said bank available for that purpose over and above

the moneys necessary for the current expenses of the partnership business. However,

if on taking annual account, it is found that any partner has drawn out more than the

share of profits as ascertained thereby, he shall repay the excess to the partnership

within ................. days from the date of preparation of final annual account.

(17) Each of the partner shall be entitled to nominate one son in the partnership business

and the nominee will work as junior advocate in the firm at a salary of Rs . .................

p.m. and on the partner retiring from the firm or on death of the partner, the nominee,

if then duly qualified as an Advocate, shall be admitted a partner and will be entitled

to his appointed share; Provided that if the nominee shall not be duly qualified or shall

refuse or have refused by reason of death or otherwise have become unable to accept

such nomination and become a partner then in any such case, such nomination shall

be void and of no effect and his share shall be dealt with in accordance with the

provisions hereinafter mentioned. Upon the admission of any such nominee as a

partner, he shall be bound by the provisions of this deed so far as applicable and he

shall execute a deed covenant to perform and observe the same, if required by the

other partners.

40

(18) If any partner dies during the continuance of the partnership and his son does not

become partner of the firm due to any reason, the share of the partner so dying shall

be purchased by the surviving partners and he shall pay the purchase price to the legal

representatives of the deceased within three months from the death of the deceased

partner. For calculating the purchase price, an account and balance sheet shall be

taken up to the day of the death from the last previous annual account and the share in

the capital and assets of the partnership including goodwill, office furniture, books

and office papers shall be ascertained and the said sum along with the sum which

upon '3 0 taking of such account and balance sheet shall appear to be due to

the deceased partner in respect of undrawn profits drawn to the date of his death shall

be the purchase price. The value of the goodwill of the partnership business shall be

taken to be a sum equal to two years purchase of the average net profits of the

business for the three years next preceding the date of valuation as appearing from the

annual accounts for those three years.

(19) On the death of the partner, the surviving partners will execute in favour of the legal

representatives of the deceased partner, indemnity against the debts, liabilities, and

obligations and the legal representatives shall also execute proper deeds and other

instruments for vesting the share of the deceased partner in the partner or partners

entitled thereto under the provisions of this deed.

(20) If either partner shall commit any breach of any of stipulations contained in this deed

or if a partner becomes insolvent or shall become of unsound mind or incapacitated

from attending to the partnership business for .................. months consecutively or

if any partner retires, the partnership shall not dissolve and the provisions contained in

clauses 18 and 19 hereof shall apply, provided that on the retirement of any partner

from the partnership, he shall enter into a covenant with the continuing partners that

he will not open an office or practice in the ................................ city or in or at any

place within a radius of ........................ kms. measured in a straight line

from ................... either in his own name or as a partner in any other firm.

(21) The notice to the parties under this deed shall be deemed to be duly served, if the

same shall be delivered to him personally or sent by post in a registered letter

addressed to him at his usual or last known place of abode in India.

41

(22) If the partnership is determined by a notice by any partner or by any means not

hereinbefore expressly provided for then, the partnership shall be wound up and assets

distributed as provided by the Partnership Act, 1932.

(23) All disputes and differences which shall arise between the partners or between the

partners and legal representatives of one or more partners or between their respective

legal representatives and whether during or after the determination of the partnership

relating to the rights and liabilities or interpretation of this deed or to any act or

omission of either party or matter or things done or to be done in pursuance hereof,

such disputes and differences shall be referred to arbitration and award of

Shri ............................. and his decision and award shall be final and binding upon the

parties.

IN WITNESS WHEREOF, the parties have hereunto set and subscribed their

respective hands the day, month and year first above written.

Signed and delivered by the within named A

Signed and delivered by the within named B

Signed and delivered by the within named C

Signed and delivered by the within named D

WITNESSES;

1.

2.

42

CHAPTER- V

WILL

Will is a legal declaration of the intention of a testator with respect to his property,

which he desires to be carried into effect after his death. It includes codicil and every writing

making a voluntary posthumous disposition of property. It is testamentary instrument by

which a person makes disposition of his property to take effect after his death, and which, in

its own nature, is ambulatory and revocable during his life26. Thus, a Will can be changed by

the executant as and when he so likes. It is a secret and confidential document which the

executant is never ordered to produce27.

 There are two essential characteristics of a Will:-

 (i) It must be intended to come into effect after the death of the testator; and

 (ii) It must be revocable by the testator at any time. Although Wills are usually made for

disposing property, they can also be made for appointing executors, for creating trusts and for

appointing testamentary guardians of minor children. In one case, the Andhra Pradesh High

Court has held that contents of the Will must indicate that it is intended to come into effect

after death of testator and that it is revocable at any time prior to his death and a document

cannot be treated as a Will by a mere reading of heading of it28.

  A gift to take effect the life lime of the donor is a deed of settlement and not a Will.

The Indian Succession Act provides that a Will is liable to be revoked or altered by the maker

of it at any time when he is competent to dispose of his property by Will29.

  When a person dies without having made a Will, he is said to have died intestate. His

property is then inherited by his legal heirs in accordance with the law of inheritance

applicable to him. It must be noted here that legal heirs generally include close family

members such as one’s spouse, children, parents, brothers and sisters.

26 NS Bindra, Conveyancing, Draftsman & Interpretation of Deeds, (7th ed.), Delhi Law House.27 AB Kafaltiya, Textbook on Pleading, Drafting and Conveyancing, (2010), Universal Law Publishing Co.28 Noshirvan H. Jhabvala, Drafting, Pleading, Conveyancing And Professional Ethics, (2011), C. Jamnadas & Co.29 Section 63, the Indian Succession Act, 1925

43

Wills are always effective after death, never in the life time of the testator. Section 63

of the Indian Succession Act, 1925 provides that a Will is liable to be revoked or altered by

the maker of it at nay time when he is competent to dispose of his property by Will,

Therefore, the essential characteristic of a Will is its revocability.

  Wills executed according to the provisions of section 63 of the Indian Succession Act

are called Unprivileged Wills and Wills executed under section 66 of the Act, by a soldier

employed in an expedition or engaged in actual warfare, or by an airman so employed or

engaged, or by mariner being at sea, are called Privileged Wills. It is provided in the Act that

such a Will may be written wholly by the testator with his own hands and, in such a case, it

need not be signed or attested; or it may be written wholly or in part by another person, in

which case, it may be signed by the testator but need not be attested. If, however, an

instrument purporting to be a Will is written wholly or in part by another person and is not

signed by the testator, it shall be deemed to be his Will, if it is shown that it was written by

the testator’s directions or was recognised by him as his Will30.

If, on the face of it, the instrument appears to be incomplete, it shall nevertheless, be

deemed to be the Will of the testator, provided the fact that it was not completed, can be

attributed to some cause other than the abandonment of the testamentary intentions expressed

in the instrument. Further, if such a soldier, airman or mariner has written instructions for the

preparation of his Will, but has not died before it could be prepared and executed, the

instructions shall be deemed to be his Will; and if such a person has, in the presence of two

witnesses, given verbal instructions for the preparation of his Will, and such instructions have

been reduced to writing in his lifetime, but he has died before the Will could be prepared and

executed, then such instructions are to be considered to constitute his Will, although they may

not have been reduced into writing in his presence, nor read over to him. It is also provided

that such a soldier, airman or mariner may make a Will by word of mouth by declaring his

intention before two witnesses present at the same time, but such a Will shall become null at

the expiration of one month after the testator, being still alive, has ceased to be entitled to

make a privileged Will. An unprivileged Will like Codicil can be revoked by the testator only

by another Will or by some writing declaring an intention to revoke the same and 3executed

in the manner in which an unprivileged Will can be executed under the Act or by burning,

30 CR Datta and MN Das, DeSouza's: Conveyancing, (13th ed. 2010), Eastern Law House.

44

tearing or destroying of the same by the testator or by some other person in his presence and

by his directions with the intention of revoking the same31.

  Mere loss of a Will does not operate as a revocation but where a Will is destroyed by

the testator or with his privacy or approbation, it is to be deemed to have been revoked.

  No obliteration, interlineations or other alternation made in any unprivileged Will

after the execution thereof, can have any effect except so far as the words or meaning of the

Will have been thereby rendered illegible or unidiscernible, unless such alteration has been

executed in the same manner as is required for the execution of the Will; but a Will, as so

altered, shall be deemed to be duly executed if the signature of the testator and the

subscription of the witnesses is made in the margin or some other part of the Will opposite or

near to such alternation, or at the foot or end or opposite to a memorandum referring to such

alteration, and written at the end or some other part of the Will.

  A privileged Will or Codicil may be revoked by the testator by an unprivileged Will

or codicil, or buy any act expressing an intention to revoke it and accompanied by such

formalities as would be sufficient to give validity to a privileged Will, or by the burning,

tearing or otherwise destroying the same by the testator or by some person in his p[resence

and by his direction with the intention of revoking the same. In such cases, it is not necessary

that the testator should, at the time of doing the act which has the effect of revocation of the

Will or Codicil, be in a situation which entitles him to make a privileged Will.

  Every Will is revoked by the marriage of the maker, except a Will made in exercise of

a power of appointment, when the property over which the power of appointment is

exercised, would not, in default of such appointment, pass to his or her executor or

administrator, or to the person entitled in case of intestacy.

  This rule as to revocation of a Will by marriage, does not, however, apply to Wills

and codicils executed by Hindus, Buddhists, Sikhs or Jains.

  An unprivileged Will which has once been validly revoked cannot be received

otherwise than by the re-execution thereon with the prescribed formalities, or by a codicil

executed with such formalities and showing an intention to revive the same. When a Will or a

codicil, which has been partly revoked and afterwards wholly revoked, such revival cannot

31 SP Aggarwal, Drafting and Conveyancing, (1st ed., 2005), Lexis Nexis Butterworths Wadhwa.

45

extend to so much thereof as has been revoked before the revocation of the whole thereof,

unless and intention to the contrary is shown by the Will or codicil.

  It has already been stated that in the case of Hindus, Buddhists, Sikhs and Jains a Will

could validly be made orally and no formalities for the execution of a Will are required. This

rule, however, did not apply to Wills made by Hindu, Buddhists, Sikhs or Jains, on or after

the 1st of September, 1870, within the territories which were subject to the Provincial

Government of Bengal or in the local limits of the ordinary civil jurisdiction of the High

Courts of Judicature at Madras and Bombay, and also, to all such Wills and codicils made

outside those territories or limits so far as they related to immovable property situated within

these territoes or limits. The execution of such Wills was previously regulated by the Hindu

Wills Act (XXI of 1870). Except in the cases mentioned in that Act, oral Wills could be made

by person’s professing the Hindu, Buddhist, Sikh and Jain religions. A question, however,

arises whether the Indian Succession Act, 1925 has the effect of depriving such persons of the

privilege of making oral Wills, or whether the previsions of section 63 of the Act do not

merely provide for the formalities which must be observed, if any of such persons chooses to

‘execute’ a Will, i.e., chooses to reduce his testamentary dispositions to writing. It will be

observe that section 63 of the Act provides for the manner of ‘execution’ of unprivileged

Wills, it does not deal with the question of the ‘making’ of such Wills.

  That the Act seems to make a distinction between the ‘execution’ and the ‘making’ of

Wills, will appear from a comparison of the phraseology of sections 63 and 66 of the Indian

Succession Act, 1925. While section 63 refers to the ‘execution’ of unprivileged Wills,

section 63 refers to the ‘execution’ of unprivileged Wills, section 66 prescribes the ‘mode of

making’ and rules for executing Privileged Wills’. A distinction, therefore, seems to be

contemplate between the ‘execution’ and the ‘making’ of a Will. The former expression

apparently applies to cases where the Will is to be reduced to writing, and the expression

‘making of a Will’ includes the execution of a Will and also an oral declaration by the

testator of his testamentary disposition of his estate, if such declaration legally amounts to a

Will. The matter is a debatable one, and no definite opinion, therefore, need be expressed on

it at this stage.32

32 JM Srivastava and GC Mogha, The Indian Conveyancer, (14th ed., 2009), Eastern Book Company.

46

Types of Wills:

  Conditional or Contingent Wills: A Will may be expressed to take effect only in the

event of the happening of some contingency or condition, and if the contingency does not

happen or the condition fails, the Will is not be legally enforceable. Accordingly, where A

executes a Will to be operative for a particular year, i.e.,. if he dies within that year. A lives

for more years, after that years. Since A does not express an intention that the Will be

subsisting even intestate. A Conditional Will is invalid if the condition imposed is invalid or

contrary to law.

  Joint Wills: A Joint Will is a testamentary instrument whereby two or more persons

agree to make a conjoint Will. Where a Will is joint and is intended to take effect after the

death of both, it will not be enforceable during the life– time of either. Joint Wills are

revocable at anytime by either of the testators during their joint lives, or aster the death of

one, by the survivor.

A Will executed by two or more testators as a single document duly executed by each

testator disposing of his separate properties or his joint properties is not a single Will. It

operates on the death of each and is in effect for tow or more Wills. On the death of each

testator, the legatee would become entitled to the properties of the testator who dies.

Mutual Wills: A Will is mutual when two testators confer upon each other reciprocal

benefits by either of them constituting the other his legatee. But when the legatees are distinct

form the testators, there can be no position for Mutual Wills.

  Duplicate Wills: A testator, for the sake of safety, may make a Will in duplicate, one

to be kept by him and the other to be deposited in the safe custody with a bank or executor or

trustee. If the testator mutilates or destroys the one which is in his custody it is revocation of

both.

Concurrent Wills: Generally, a man should leave only one Will at the time of his

death. However, for the sake of convenience a testator may dispose of some properties in one

country by one Will and the other properties in another country by a separate will.

  Sham Wills: If a document is deliberately executed with all due formalities

purporting to be a Will, it will still be nullity if it can be shown that the testator did not intend

47

it to have nay testamentary operation, but was to have only some collaterally object. One

thing must be borne in mind that the intention to make the Will is essential to the validity of a

Will.

  Holograph Wills: Such Wills are written entirely in the handwriting of the testator.

48

WILL

I, ______________, son of Shri _______________, aged __ years, resident of

______________________________, do hereby revoke all my former Wills, Codicils and

Testamentary dispositions made by me. I declare this to be my last Will and Testament.

I maintain good health, and possess a sound mind. This Will is made by me of my

own independent decision and free volition. Have not be influenced, cajoled or coerced in

any manner whatsoever.

I hereby appoint my ________________, as the sole Executor of this WILL.

The name of my wife is _________________. We have two children namely, (1)

__________________ (2) ________________, I own following immovable and movable

assets.

1. One Flat No.___ in _______________________.

2. Jewelry, ornaments, cash, National Saving Certificate, Public Provident Fund, shares

in various companies, cash in hand and also with certain banks.

All the assets owned by me are self-acquired properties. No one else has any right,

title, interest, claim or demand whatsoever on these assets or properties. I have full right,

absolute power and complete authority on these assets, or in any other property which may be

substituted in their place or places which may be Acquired or received by me hereafter.

I hereby give, devise and bequeath all my properties, whether movable or immovable,

whatsoever and wheresoever to my wife, _____________________, absolutely forever.

IN WITNESS WHEREOF I have hereunto set my hands on this ____ day of ____,

2000 at ____________.

-sd-

49

TESTATRIX

SIGNED by the abovenamed Testatrix as his last WILL and Testament in our

presence, who appear to have perfectly understood & approved the contents in the presence

of both of us presents, at the same time who in his presence and in the presence of each other

have hereunto subscribed our names as Witnesses.

WITNESSES :

1.

2.

50

WILL WITH SEVERAL LEGACIES AND RELIGIOUS AND CHARITABLE

BEQUESTS AND RESIDUE TO VEST IN TRUSTEES

FOR BENEFIT OF WIFE AND CHILDREN

This is the last will executed by me, AB, etc., this the _______ day in the city of

__________________.

1. I hereby revoke all former wills and codicils heretofore made by me.

2. I appoint CD, etc., EF, and GH, etc., to be the executors and trustees of my this will.

3. I appoint the said trustees as guardian of my children jointly with my wife.

4. I bequeath –

(i) to my wife OP Shares Nos. ______ in Company Limited’

(ii) to my son MN my gold watch, chain and my signestring ;

(iii) to my daughter KL my motor car;

(iv) to my friend XY all my books.

5. I bequeath the following pecuniary legacies :

(i) the sum of Rs. _______ to each of the trustees who shall prove my will and act

in trust thereof.

(ii) Rs. _______ to each of my servants MN and Rs.

6. I bequeath the following charitable legacies ;

(i) to the __________ Hospital Rs. ___________,

(ii) to the___________ College Rs. ___________.

(iii) to the __________ Orphanage Rs. ___________.

(iv) to the __________ Temple Rs. ___________.

51

7. I give to my sister PQ, the wife of TU, during her life an annuity of Rs. _____ payable

my equal monthly installments on the first day of each month after my death without

power of anticipation during her coverture.

8. I release and forgive to IJ or to his representative if he dies before me the amount that

may be due at the time of my death to me on his bond for Rs. ______ dated _______

and direct my trustees to cancel and deliver up the bond to him.

9. I devise and bequeath all my property, movable and immovable, existing at the time

of my death (except property disposed of by this will) unto my trustees upon trust to

sell all the covert the same into money, and after payment of all my debts, funeral

expenses, legacies and annuities hereinbefore provided, to invest the net proceeds

thereof in any investment they in their absolute discretion think fit and to hold the

same and income thereof upon trust hereinafter declared and specified.

10. My trustees shall pay the income of the trust estate to my wife during her lifetime

without power of anticipation until her re-marriage and after her remarriage, one

moiety to her and the other moiety to my children in equal shares.

11. Subject to aforesaid my trustees shall divide the corpus of the trust estate among my

children equally, who being sons attain the age of majority and in the case of

daughters attain majority or marry under age :

Provided that if any child of mine dies during my life-time, then his children

shall take equally between them and share of such child.

12. I hereby give power to my wife, the said OP to appoint a new trustee or new trustees

on the occurrence of any vacancy in the office of the trustees.

13. I direct that if there is any difference of opinion between the trustees on any matter

concerning this will, or the management of the property hereby bequeathed, or the

execution of trust hereby created, the opinion of the majority shall prevail.

IN WITNESS WHEREOF I, the said AB, have executed this will in the presence of

the witnesses hereunder who have attested the same in my present.

52

(Sd.)

Testator

Witnesses :

1. ________________

2. ________________

53

CHAPTER VI

CONCLUSION

iii

Bibliography

AB Kafaltiya, Textbook on Pleading, Drafting and Conveyancing, (2010), Universal Law

Publishing Co.

AN Chaturvedi, Principles & Forms of Pleadings & Conveyancing, (10th ed, 2007),

Allahabad Law Agency

Bryan A Garner, Black’s Law Dictionary, (9th ed., 2009) WEST

CR Datta and MN Das, DeSouza's: Conveyancing, (13th ed. 2010), Eastern Law House

JM Srivastava and GC Mogha, The Indian Conveyancer, (14th ed., 2009), Eastern Book

Company

Noshirvan H. Jhabvala, Drafting, Pleading, Conveyancing And Professional Ethics,

(2011), C. Jamnadas & Co.

NS Bindra, Conveyancing, Draftsman & Interpretation of Deeds, (7th ed.), Delhi Law

House

SP Aggarwal, Drafting and Conveyancing, (1st ed., 2005), Lexis Nexis Butterworths

Wadhwa