SPECIMEN PRESENTATION OF DEBENTURE

CERTIFICATES FOR DIFFERENT KIND OF

DEBENTURE

Most first timers into capital market find it difficult to mark any differences
between Debentures and stocks. Here we publish a series of write ups on
debentures for beginners in stock markets. First of all lets understand what are
debentures.

Well, debentures are a certificate of agreement of loans which is given by a person

to the company and carries an undertaking that the debenture holder will get a
fixed return and the principal amount on the maturity of the debenture. In simple
terms it is an acknowledging document of a loan taken by the company from a
person that provides for the payment of interest on the sum borrowed until the
debenture is redeemed, i.e. repayment of principal sum.

Debenture in fact is a latin word that means to owe. So in plain terms it

symbolizes the amount that the company owes to the person from whom it has
borrowed.

Characteristics of Debentures:-

A debenture is always in written form and an acknowledgment of

indebtedness.

These are longterm debt instruments Issued by Private Sector Companies.

Debentures are issued in denominations as low as Rs 1000 and have
maturities ranging between one to ten years.

A company can also issue irredeemable debentures without any undertaking

to repay.

Fixed rate of interest is paid on debentures at regular intervals of time.

 Debentures are secured by either fixed or floating charge on assets of the
company.

Debenture holders have no right to vote in any meeting of the company.

Debentures can be listed on a stock exchange, giving you an opportunity to

sell them and exit earlier then the tenure of the debenture.

In the next write up to the present series, we will talk about the different types of
debentures!

DEBENTURES :

DEBENTURES According to Companies Act 1956 "Debenture includes debenture

stock, bonds and any other securities of company, whether constituting a charge on
the assets of the company or not". Characteristics:- Certificate of indebtedness
specifying date of redemption & interest rate Fixed rate of interest / coupon rate
Redemption (creation of sinking fund) Indenture trust deed between the company
& debenture trustee

Types of debentures :

Types of debentures Classified on the basis of Security & convertibility Secured or

Unsecured (property involvement) Fully convertible carries low interest rate
Partly convertible Non-convertible

BONDS :

BONDS Long term debt instrument ,promises to pay a fixed annual sum as interest
for specified period of time Features:- Face value, issued at par or discount Fixed /
floating interest rate Specified maturity date Stated redemption value Traded in the
stock market

Types of Bonds :

Types of Bonds Secured bonds & unsecured bonds Perpetual bonds & redeemable
bonds Fixed interest rate bonds & floating interest rate bonds Deep discount bonds
 issued by IDBI & ICICI Capital indexed bonds Zero coupon bonds traced in
U.S security market

Zero coupon bonds :

Zero coupon bonds E.g. Present value=Face value of the bond (1+R)n A bond
matures in 20 years time with the face value of Rs.50,000 would be sold for
Rs.5185 to give a return of 12 %.

WARRANTS :

WARRANTS Is a bearer document of title to buy specified number of equity

shares at a specified price.

INVESTMENT INFORMATION :

INVESTMENT INFORMATION International Affairs National Affairs Industry

information Company information Stock market information

Investment Avenues :

Investment Avenues Financial Securities Traditional non-security investments

Negotiable Securities Variable income Securities Fixed income Securities Equity

Shares Growth shares Income shares Defensive shares Cyclical shares Speculative
shares Preference shares Debentures Bonds Post-office Savings Certificates Govt.
securities (gilt edged) Money market securities Treasury bills Commercial Papers
iii. Certificate of deposits

Non-Negotiable Securities Deposits Tax sheltered Savings schemes Life insurance

Bank deposits Post office deposits NBFC deposits Public Provident Fund scheme
National savings scheme National savings certificates.

Mutual Fund Open ended schemes Close ended schemes Growth schemes Income
schemes Balanced schemes Money market schemes Tax savings schemes Index
schemes

OTHERS REAL ASSETS (gold & silver) ANTIQUES REAL ESTATE ARTS
Investment Process :

Investment Process Investment policy Analysis Valuation Portfolio construction

Portfolio Evaluation Investible funds Objectives Knowledge Market Industry
Company Intrinsic value (book value of shares) Future value Diversification
Debt& equity diversification Industry diversification Company diversification
Selection & Allocation Appraisal Revision
Types of Debentures

Debentures are classified into various types. These are redeemable, irredeemable,
perpetual, convertible, non convertible, fully, partly, secured, mortgage, unsecured,
naked, first mortgaged, second mortgaged, bearer, fixed, floating rate, coupon rate,
zero coupon, secured premium notes, callable, puttable, etc.

Types of Debentures Debentures are classified into different types based on their
tenure, redemption, mode of redemption, convertibility, security, transferability,
type of interest rate, coupon rate, etc. Following are the various types of debentures
vis-a-vis their basis of classification.

Redemption / Tenure

Redeemable and Irredeemable (Perpetual) Debentures: Redeemable debentures

carry a specific date of redemption on the certificate. The company is legally
bound to repay the principal amount to the debenture holders on that date. On the
other hand, irredeemable debentures, also known as perpetual debentures, do not
carry any date of redemption. This means that there is no specific time of
redemption of these debentures. They are redeemed either on the liquidation of the
company or when the company chooses to pay them off to reduce their liability by
issues a due notice to the debenture holders beforehand.

Convertibility

Convertible and Non Convertible Debentures: Convertible debenture holders have

an option of converting their holdings into equity shares. The rate of conversion
and the period after which the conversion will take effect are declared in the terms
and conditions of the agreement of debentures at the time of issue. On the contrary,
non convertible debentures are simple debentures with no such option of getting
converted into equity. Their state will always remain of a debt and will not become
equity at any point of time.

Fully and Partly Convertible Debentures: Convertible Debentures are further

classified into two Fully and Partly Convertible. Fully convertible debentures are
completely converted into equity whereas the partly convertible debentures have
two parts. Convertible part is converted into equity as per agreed rate of exchange
based on agreement. Non convertible part becomes as good as redeemable
debenture which is repaid after the expiry of the agreed period.

Security

Secured (Mortgage) and Unsecured (Naked) Debentures: Debentures are secured

in two ways. One when the debenture is secured by charge on some asset or set of
assets which is known as secured or mortgage debenture and another when it is
issued solely on the credibility of the issuer is known as naked or unsecured
debenture. A trustee is appointed for holding the secured asset which is quite
obvious as the title cannot be assigned to each and every debenture holder.

First Mortgaged and Second Mortgaged Debentures: Secured / Mortgaged

debentures are further classified into two types first and second mortgaged
debentures. There is no restriction on issuing different types of debentures
provided there is clarity on claims of those debenture holders on the profits and
assets of the company at the time of liquidation. First mortgaged debentures have
the first charge over the assets of the company whereas the second mortgage has
the secondary charge which means the realization from the assets will first fulfill
obligation of first mortgage debentures and then will do for second ones.

Transferability / Registration

Registered Unregistered Debentures (Bearer) Debenture: In the case of registered

debentures, the name, address, and other holding details are registered with the
issuing company and whenever such debenture is transferred by the holder; it has
to be informed to the issuing company for updating in its records. Otherwise the
interest and principal will go the previous holder because company will pay to the
one who is registered. Whereas, the unregistered commonly known as bearer
debenture. can be transferred by mere delivery to the new holder. They are
considered as good as currency notes due to their easy transferability. The interest
and principal is paid to the person who produces the coupons, which are attached
to the debenture certificate. and the certificate respectively.

Type of Interest Rates

Fixed and Floating Rate Debentures: Fixed rate debentures have fixed interest rate
over the life of the debentures. Contrarily, the floating rate debentures have
floating rate of interest which is dependent on some benchmark rate say LIBOR
etc.

No Coupon Rate

Zero Coupon and Specific Rate Debentures: Zero coupon debentures do not carry
any coupon rate or we can say that there is zero coupon rate. The debenture holder
will not get any interest on these types of debentures. Need not to get surprised, for
compensating against no interest, companies issue them at a discounted price
which is very less compared to the face value of it. The implicit interest or benefit
is the difference between the issue price and the face value of that debenture. These
are also known as Deep Discount Bonds .All other debentures with specified rate
of interest are specific rate debentures which are just like a normal debenture.

Secured Premium Notes / Debentures: These are secured debentures which are
redeemed at a premium over the face value of the debentures. They are similar to
zero coupon bonds. The only difference is that the discount and premium. Zero
coupon bonds are issued at discount and redeemed at par whereas the secured
premium notes are issued at par and redeemed at premium.

Mode of Redemption

Callable and Puttable Debentures / Bonds: Callable debentures have an option for
the company to buyback and repay to the investors whereas in case of puttable
debentures, the option lies with the investors. Puttable debenture holders can ask
the company to redeem their debenture and ask for principal repayment.

PRESENTATION ON DEBENTURE:

Meaning:-:
The word debenture has been derived from a Latin word debere which means
to borrow. Debenture is a written instrument acknowledging a debt under the
common seal of the company . . A debenture is like a certificate of loan or a loan
bond evidencing the fact that the company is liable to pay a specified amount with
interest. money raised by the debentures becomes a part of the company's capital
structure, it does not become share capital . Debentures are generally freely
transferable by the debenture holder. Debenture holders have no rights to vote in
the company's general meetings of shareholders Meaning:-

Types:-:
From the Point of view of Security:- Secured Debentures: - It refer to those
debentures where a charge is created on the assets of the company for the purpose
of payment in case of default. The charge may be fixed or floating. Unsecured
Debentures: - Unsecured debentures do not have a specific a charge on the assets
of the company. However, a floating charge may be created on these debentures by
default. From the Point of view of Tenure :- Redeemable Debentures: -
Redeemable debentures are those which are payable on the expiry of the specific
period either in lump sum or in Instalments during the life time of the company.
Irredeemable Debentures: - . These debentures are repayable on the on winding-up
of a company or on the expiry of a long period. Types:-
PowerPoint Presentation:
From the Point of view of Convertibility:- Convertible Debentures: - Debentures
which are convertible into equity shares or in any other security either at the option
of the company or the debenture holders are called convertible debentures . Non-
Convertible Debentures :- The debentures which cannot be converted into shares or
in any other securities are called nonconvertible debentures. From Coupon Rate
Point of view:- Specific Coupon Rate Debentures :- These debentures are issued
with a specified rate of interest, which is called the coupon rate. Zero Coupon Rate
Debentures: - These debentures do not carry a specific rate of interest.

PowerPoint Presentation:
From the view Point of Registration:- Registered Debentures: - Registered
debentures are those debentures in respect of which all details including names,
addresses and particulars of holding of the debenture holders are entered in a
register kept by the company. Bearer Debentures: - Bearer debentures are the
debentures which can be transferred by way of delivery and the company does not
keep any record of the debenture holders.

ADVANTAGES:-:
1) Raising funds without allowing control over the company :- Debenture holders
have no right either to vote or take part in the management of the company . 2)
Reliable source of long term finance :- Since debentures are ordinarily issued for a
fixed period, the company can make the best use of the money . 3 ) Tax Benefits :
Interest paid on debentures is treated as an expense and is charged to the profits of
the company . 4) Investors Safety : Debentures are mostly secured. On winding up
of the company, they are repayable before any payment is made to the
shareholders.
DISADVANTAGES:-:
1) As the interest on debentures have to be paid every year whether there are
profits or not, it becomes burdensome in case the company incurs losses. 2)
Usually the debentures are secured. The company creates a charge on its assets in
favor of debenture holders . 3) Debenture-finance enables a company to trade on
equity. But too much of such finance leaves little for shareholders, as most of the
profits may be required to pay interest on debentures. 4) Burdensome in times of
depression : During depression the profits of the company decline. It may be
difficult to pay interest on debentures .
 Bad effects of various festivals on the environment
Introduction:
Environment is the natural world which is made by the living beings (people, animals and the
plants) and land. Therefore it is the surroundings that affect the behaviour and development of a
living being or a thing. The surroundings may be living factors like plants, animals and
decomposers and non-living things like air, water, light, soil etc.

Human beings are the product of the environment. They are an important factor of the
environment. It is the environment that helps us for our survival, growth, development,
reproduction and health. No creature's existence is possible without the balance of the natural
elements. Thus, there must be a healthy environment for our sound living. The healthier the
environment the happier the living beings including humans.

However, knowing that the environment should be clean, healthy and non-polluted, the large
scale celebration of various festivals have degraded the quality of the environment.

The practice of immersion of Ganesh idols after the Ganesh festival in various cities is causing
severe water pollution which leads to the death of tonnes of fish and many aquatic creatures.

The immersion of Durga Statutes during the Durga pooja is also a cause of concern for
environmentalists. In Orissa alone 5,000 Durga pooja idols are made, most of them using
harmful paints.

Diwali, one of the important festivals in India has the distinction of polluting the environment to
the core. Newborns and aged people have a nightmarish experience because of the high levels of
sound caused by crackers during Diwali. Noise pollution on Diwali is between 69.7 db and 88.3
db which are higher than the prescribed limit of 50 db. The decibel levels alarmingly high in
metros and it may reach up to 100 db.

The government, police, pollution control boards are suggesting many alternative ways to
celebrate festivals which does not pollute the environment. Even strict and stringent warnings are
also given to public to refrain from bursting crackers such as atom bombs, hydrogen bombs,
bullet bombs, thousand and ten thousand wallas. But it is all solely depend on the change of
mind.

AIMS AND OBJECTIVES:

The project aims to understand and raise awareness about the bad effects of various festivals on
the environment and help us know how it degrades the environment and also how can we reduce
its ill effects on the environment. Festivals is of great significance in the Indian culture because it
marks a special event in its history and hence is a cause for celebration. But since it has a lot of
bad effects on the environment today, we must know how to reduce it as much as possible and
how to start using eco friendly products to pave way for a healthier and more sustainable
environment.

DIWALI:

Air pollution during Diwali

Clearly environmental groups and eco-clubs are fighting a losing battle. They come up with
awareness campaigns and slogans like Diwali is a festival of lights, not crackers, celebrate an
eco-sensitive Diwali this year, but nobody seems to take notice. Apart from the noise, crackers
release a lot of toxic gases like Sulfur dioxide and Nitrogen dioxide which can lead to many
health problems.

Impact of air pollution on health

Air pollution can lead to lung cancer, cardiovascular diseases, chronic respiratory diseases, and
allergies in adults. It can also cause acute respiratory infections in children.

Suspended particulate matter can cause asthma, bronchitis, and other respiratory disease

Sulfur dioxide can damage lungs and lead to lung disorders like wheezing and shortness
of breath.

Oxides of Nitrogen can cause skin problems, eye irritation, and cause respiratory
problems in children.

Chemicals used in crackers like lead, magnesium, cadmium, nitrate, sodium, and others
can have various harmful effects.

Festival of noise and pollution

Every Diwali, tradition, health and safety collide amidst celebrations.
Harmful effects of Chemicals Used in Crackers:

Copper: Poison to humans by ingestion. Inhalation of copper dust and fume causes
irritation in the respiratory tract. Absorption of excess copper results in "Wilson's disease"
in which excess copper is deposited in the brain, skin, liver, pancreas and myocardium
(middle muscular layer in the heart).

Cadmium: Can be poisonous to humans by inhalation, ingestion, intraperitonial, sub-

cutaneous, intra-muscular and intravenous routes. Cadmium absorption can damage the
kidneys and can cause anaemia. It is a potential human carcinogen. Cadmium causes
increased blood pressure and also a disease called "Itai--Itai", which makes bones brittle
resulting in multiple fractures.

Lead: Affects the central nervous system in humans. A poison if ingested, moderately
irritating. It can cause cancer of lungs and kidneys and an experimental teratogen. When
heated it can emit highly toxic fumes. In inorganic form, it is a general metabolic poison
and an enzyme inhibitor. Young children can suffer mental retardation and semi-
permanent brain damage by exposure to lead. Incase of lead levels in blood, the
disturbing feature is that the natural levels are very close to the lowest safety limits.

Magnesium: Poison by ingestion, inhalation of magnesium dust and fumes can cause
metal fume fever. Particles embedded in the skin can produce gaseous blebs and a gas
gangrene. Dangerous fire hazard in the form of dust or flakes when exposed to flames.
Manganese in the air has adverse effects on humans. Poisoning takes the form of
progressive deterioration in the central nervous system.

Manganese: An experimental carcinogen and mutagen. Human toxicity caused by dust or

fumes. The main symptoms of exposure are languor, sleepiness, weakness, emotional
disturbances, spastic gait and paralysis.

Potassium: Dangerous fire hazard. If there is any confinement, an explosion can occur.

Sodium: In elemental form, it is highly reactive, particularly with moisture with which it
reacts violently and therefore can attack living tissue. When heated in air, it emits toxic
fumes of sodium oxide. Dangerous fire hazard when exposed to heat and moisture.

Zinc: Human skin irritant and effects pulmonary system. Pure zinc powder is non-toxic to
humans by inhalation but difficulty arises from oxidation (burning), as it emits zinc
fumes. Zinc is perhaps the least toxic of all heavy metals, in fact an essential element in
animal and human nutrition, still they become toxic when absorbed in excess. Zinc
 stimulates the sensation of vomiting. An exposure to 150 mg of zinc can stimulate the
process of vomiting in an adult male.

Nitrate: Large amounts taken by mouth can have serious and even fatal effects. The
symptoms are dizziness, abdominal cramps, vomiting, bloody diarrhoea, weakness,
convulsions and collapse. Small repeated doses may lead to weakness, general
depression, headache and mental impairment. Also there is some implication of increased
cancer incidents among those exposed. Highly inflammable and on decomposition they
emit highly toxic fumes.

Nitrite: Large amounts taken by mouth may produce nausea, vomiting, cyanosis, collapse
and coma. Repeated small doses can cause a fall in blood pressure, rapid pulse,
headaches and visual disturbances. When heated, emit highly toxic fumes of NOx.

Phosphorous in PO4: Poison to humans. Dangerous fire hazard when exposed to heat or
chemical reaction. Poison by inhalation, ingestion, skin contact and subcutaneous routes.
Ingestion affects the central nervous system. Toxic quantities have an acute effect on the
liver and can cause severe eye damage.

Sulphur in SO4: Poison to humans by inhalation an eye, skin and mucous membrane
irritant and corrosive, an experimental carcinogen. It chiefly affects the upper respiratory
tract and the bronchi. It may cause edema of the lungs or glottis, and can produce
respiratory paralysis. Source: Hazardous Chemicals Desk Reference, N.Irving Sax and
Richard J.Lewis

The conflict between competing interests in society - safety, health, and calm on the one hand,
and tradition on the other hand, has evolved over time, and the health effects are receiving
greater attention. Roshan Lal, owner of the New Royal Fireworks set up in 1928 in Sadar Bazar
says his family has been in the trade of crackers since the days of Prthviraj Chauhan but now the
business is not profitable. A combination of political will and public support to limit health and
environmental hazards, and at the same time maintain memorable traditions, is needed to restore
Deepawali to its pristine flavour.

Hindu Festivals Bring Pollution To Indias Waterways

As Hindus across India celebrate religious festivals in September and October, many are
concerned about the impact of toxic chemicals that are washing off of thousands of idols
immersed in rivers and lakes.
The pollution is killing fish and contaminating crops, said experts and environmentalists on
Monday.

The decorated statues are worshipped before they are taken to the rivers, laves and the sea, where
they are immersed in accordance with Hindu faith.

But environmentalists have raised questions about the non-biodegradable materials contained in
the idols such as plastic, cement, plaster of Paris and toxic dyes. Paints contain metals like
mercury, cadmium and lead, which can pass up the food chain from fish to human beings.

After the statues are immersed, the toxins then contaminate food crops when villagers use the
polluted water for irrigation, said Shyam Asolekar, science and engineering head at the Indian
Institute of Technology in Mumbai.

"Even small traces are extremely toxic as they persist in the body for a long time and accumulate
in the human tissues," said Asolekar, who has closely studied the effects of Hindu customs.

Plaster of Paris, for example does not dissolve easily and it also reduces the oxygen level in the
water, said environmentalists.

Statue remains from festivities last year still float in rivers and water tanks in Mumbai, where the
annual "Ganesh Chaturthi" festival culminate in the immersion of some 160,000 statutes some
up to 25 feet high by millions of devotees.

Traditionally, idols were made from mud and clay and vegetable-based dyes were used to paint
them.

But commercialization of festivals such as Ganesh Chaturthi and Durga Puja has meant people
want bigger and brighter idols and are no longer happy with the eco-friendly statues.

"If we do not respect nature then we are not respecting god," said Manisha Gutman of
environmental group Eco Exist.

About 80 percent of Indias 1.1 billion population are Hindus. In recent years, their religious
festivals and customs have come under increasing scrutiny as public awareness of environmental
issues grows.

The spring festival of Holi involves the throwing of colored powder but studies have found that
the industrial powders used are often toxic and can cause asthma, temporary blindness and even
skin cancer.

Suit Challenges Noise Pollution During Hindu Festivals In Indian City

In the Indian city of Thane, a lawsuit has been filed seeking to require the city to enforce noise
ordinances against those celebrating Hindu religious festivals. According to yesterday's Times of
India, political parties have reacted negatively to the public interest lawsuit filed by activist Dr.
Mahesh Bedekar, saying that restrictions will dampen the festive spirit. Police issued notices to
51 mandals, most formed by politicians, that exceeded permitted decibel levels by 100% during
Monday's Dahi handi celebrations. Meanwhile, according to another Times of India article,
today the Bombay High Court ordered the state to convene a meeting with mandal
representatives to see if the festival can be celebrated with less noise next year. In anticipation of
the upcoming Ganesh festival, the court directed the mayor to meet with city corporators to
discuss noise pollution, and told police not to issue permits for loud speakers within 100 meters
of major hospitals.

Air pollution during Diwali

Clearly environmental groups and eco-clubs are fighting a losing battle. They come up with
awareness campaigns and slogans like Diwali is a festival of lights, not crackers, celebrate an
eco-sensitive Diwali this year, but nobody seems to take notice. Apart from the noise, crackers
release a lot of toxic gases like Sulfur dioxide and Nitrogen dioxide which can lead to many
health problems.

Impact of air pollution on health

Air pollution can lead to lung cancer, cardiovascular diseases, chronic respiratory diseases, and
allergies in adults. It can also cause acute respiratory infections in children.

Suspended particulate matter can cause asthma, bronchitis, and other respiratory disease

Sulfur dioxide can damage lungs and lead to lung disorders like wheezing and shortness of
breath.

Oxides of Nitrogen can cause skin problems, eye irritation, and cause respiratory problems in
children.

Chemicals used in crackers like lead, magnesium, cadmium, nitrate, sodium, and others can have
various harmful effects.

Air pollution during Diwali

Studies by the Centre for Science and Environment (CSE) around Delhi conclude that this year,
RSPM levels during Diwali doubled compared to 2006. A Chandigarh Pollution Control
Committee (CPCC) study last year showed a 6-10% percent increase in air pollution during
Diwali.

Clearly environmental groups and eco-clubs are fighting a losing battle. They come up with
awareness campaigns and slogans like Diwali is a festival of lights, not crackers, celebrate an
eco-sensitive Diwali this year, but nobody seems to take notice. Apart from the noise, crackers
release a lot of toxic gases like Sulfur dioxide and Nitrogen dioxide which can lead to many
health problems.

Impact of air pollution on health

Air pollution can lead to lung cancer, cardiovascular diseases, chronic respiratory diseases, and
allergies in adults. It can also cause acute respiratory infections in children.
Suspended particulate matter can cause asthma, bronchitis, and other respiratory disease

Sulfur dioxide can damage lungs and lead to lung disorders like wheezing and shortness
of breath.

Oxides of Nitrogen can cause skin problems, eye irritation, and cause respiratory
problems in children.

Chemicals used in crackers like lead, magnesium, cadmium, nitrate, sodium, and others
can have various harmful effects.

GANESH CHATURTHI/DURGA POOJA:

Durga Puja is one of the auspicious occasion celebrated with great enthusiasum across India. In
modern times, festivals are getting commercialised and taking the shape of pomp and show.
Different communities set huge gigantic and attractive bright idols in order to compete with other
communities. This all leads to major problem of environment pollution. Idols made by non
biodegradable material and toxic paints contaminate water making it unfit for survival of aquatic
life and drinking purposes.
The material used for idols like POP is mainly the compound of gypsum, sulphur, phosphorus
and magnesium. Chemical paints comprise of mercury, cadmium; lead and carbon. Immersion of
idols with such poisonous and toxic elements raises the level of acidity, solid matter, organic
matter and heavy metals in water bodies. These materials dont dissolve readily and lowers the
oxygen level in water adversely affecting the aquatic life.

In order to come out of such problems and enjoy festival with the same spirit, devotees
themselves should give a serious thought over the methods of celebrations and should turn to eco
friendly idols for their celebrations. Even Government should also take a step towards this
burning issue and set strict guidelines for craftsmen to use eco-friendly materials andorganic
paints.

Environmental Consciousness Amongst People

It is a relief to notice that the awareness about the environmental impacts of celebrating Holi are
being brought to light by various NGOs. And gradually, more and more Indians are choosing to
turn to a more natural and less wasteful way of playing Holi.

Shocking Pollution during the Ganesh Festival

Yesterday was an important day. It was Anant Chaturthi the culmination of a ten-day long
Ganesh Festival, one of the most important festivals of western India. It was a day of great
joyousness and celebrationbut it has an ugly side. The environmental damage it causes.
Thousands of idols made from harmful materials like plaster of paris and toxic metals, coated
with deadly paints containing mercury, cadmium, lead and carbon enter our water bodies. These
idols, some of them gigantic in size, are immersed in lakes, rivers and the sea.

Just Mumbais sea takes in about 1.5 lakh (1 lakh = 100,000) idols every year! Is it any wonder
then then oxygen levels in the water bodies fall by about 50 per cent immediately after the 10-
day Ganeshutsav festival?

Not many care

Although there are organisations working towards creating awareness about the benefits of using
eco-friendly idols and state governments do issue guidelines about immersions, not much is
happening on the ground. Although there are specially prepared tanks for immersions, people
dont prefer to use these, and few are interested in eco-friendly idols. It was heartening to see
Harsha actually try and find out the situation on the ground. He trudged four hours in the hot sun
in Pune to find out if people were using eco-friendly idols. His findings:

As I continued my search in the streets of Pune, I came across many idols-made of materials as
varied as PoP, Silver, Tin Foil and Thermocol, but not the green Ganesha. Thats what I was
looking for..an idol made of clay and a pandal that used eco-friendly materialsI must have
walked for at least 20 km, clicking hundreds of pix on the way. I could not find a single idol
made of clay, nor a pandal which didnt use the papi materials PoP and Thermocol.

Well, finally he did find a green pandal, but no idol. This then is the reality. No one cares. And
we are not just talking of the masses here. I have tried to convince several people I know and
while they agreed with me in theory, none of them actually went and bought an eco-friendly idol.
In fact one lady told me point blank: When there is a law against it well do it! This even though
they clearly see the water bodies around them getting polluted. I dont believe this is due to
religious reasons, but due to apathy and lack of civic sense.

What actually happens?

Here are the results of a scientific study done on a body of water in Andhra Pradesh, the
Hussainsagar Lake. After examining the water before and after immersion the scientists found
that the concentration of substances like calcium, magnesium, molybdenum and silicon
concentrations increased significantly. Also, it was found that concentrations of heavy metals like
arsenic, lead and mercury had increased. Metals like lead and mercury are particularly
worrisome as they are dangerous to health and can damage the heart, kidneys, liver, circulatory
system and central nervous system.

Besides polluting the water, they reach humans via the food chain, when humans consume fish
and other sea-food. If the fish survive that is! Because hundreds of fish are found dead after the
immersions.

The picture on the right is of a beach right after an immersion and that is what the tide has
brought in. The site from where I took the photo has other very vivid picturesif you want to
see them just click on the picture.

If people dont listen, we need the laws

The problem is that politicians dont want to take tough action as they are afraid of upsetting the
public as this is a religious issue. But I think it isnt. Traditionally, we used mud idols and natural
colours. These polluting idols are a modern invention and nothing to do with religion!

No one is banning immersion. Or denouncing it. To put in place laws to make it compulsory to
make idols out of an eco-friendly material should not hurt religious sentiment. All we will be
doing is going back to the way the festival was traditionally celebrated. An information
campaign to this effect will go a long way in educating those who think that using poisonous
materials are what God commanded or that this was how it was traditionally done. I am sure that
a public information campaign which enumerates the amount of life that is destroyed will impact
a lot of people as quite a few Hindus are vegetarians who are against killing of animals even for
food.
I wonder if it is a powerful lobby of businessmen and those in the trade of manufacturing and
selling these poisonous idols who are making the politicians drag their feet on this one. Because
in this case it is only the politicians who can help us with laws.

Update: I am adding this link which talks of the dangers to flora and fauna because the idols
dont dissolve. They go to the river bed and affect the plant life. I thought this was pretty obvious
and had therefore not added this link before but from some comments I realise that people are
not aware of this fact.

Visual pollution during the Ganesh Festival

The religious fervour and euphoria of the ten days of Ganpati Bappa is over. People who fled the
city to escape the din (there is considerable amount of sound pollution due to the use of
loudspeakers) and the crowds, have come back. Politicians are conducting drives to clear the
debris on the beaches. And many of us regret the environmental damage. Another thing we want
to put behind us are the instances of intimidation/extortion before the start of the celebrations (to
collect money for the Ganesh mandals).

There are two other negative aspects. One concerns aesthetics and the other, the gross
commercialisation of the festival. I am not talking of the loud filmi music played at the mandals,
but the presence of brands. Whether its Idea or Hero Honda, or Lizzat Papad, scores of brands
were given permission by the municipality to put up posters and banners and hoardings acrosss
Pune city, particularly on roads with the mandals. I am not sure what the financial arrangement
was here, how much the mandals got, but I am sure they got something too.

Even if they didnt, I dont see why a religious festival has to become an opportunity for the
government to make a few extra bucks. All billboard norms were thrown to the wind! I am not in
Pune now, but I wonder if these banners have been removed or whether they have been
carelessly discarded and are rotting in some ditch! The government knows that no one will
protest because the minute anything is religious people bear it in silence. People are afraid that
if they protest others could well question their faith in God. How else to explain the uglification
of a city and peoples tolerance levels? I cannot believe that anyone thinks that polluting the city
with ad banners has anything to do with religion.

These are some of the pictures I took during the Ganesh Festival. They speak louder than words.

Air pollution levels in big cities are appalling at the best of times and are a growing cause for
concern. The Respirable Suspended Particulate Matter (RSPM) dust, fumes, smoke, and gases
 is way above permissible limits in many of our big cities. This level sees a quantum jump
during festivals, the main culprits being crackers, inflammable substances, and artificial colors.
 A REPORT ON PROCEDURE OF REGISTRATION
OF PARTNERSHIP FIRM UNDER PARTNERSHIP
ACT 1932
As we have discuss the various Forms of Business in India, In various Form of business one
form is Partnership Firm
Today we are discussing on registration of partnership firm in Maharashtra, documents required
for registration of partnership firm in Maharashtra, how to form a partnership firm, how to make
a partnership deed.

I.DRAFTING/MAKING Of PARTNERSHIP DEED

First step to register the firm is Draft the partnership deed which should contain Name and
address of partner, Nature and place of business, Duration of Business, capital contribution and
Profit and loss sharing between partner, Remuneration payable to partner, Any other terms and
condition as mutually agreed between the partners.

II.FORMATION OF PARTNERSHIP FIRM

1. Make a Partnership deed

2. Take the print on 500 Rs Stamp Paper (Stamp paper must be in the name of firm or
partners). Note Stamp duty payment can be made online on the site GRAS.

3. Take the Signature of all the partner with witness on the last page.

III. ONLINE REGISTRATION OF PARTNERSHIP FIRM

Now Online registration of partnership firm is available in site www.rof.maharashtra.gov.in, but
after online submitting the application hard copy of all the required documents need to be
physically submitted to the department. online submission of documents is provided in the site
www.rof.maharashtra.gov.in yet, hope it will come soon.

After forming partnership firm, register the deeds in government of Maharashtra by following
steps

1. Go to www.rof.maharashtra.gov.in.
 2. For Online filing creates a New ID for every Firm.

3. Change Password

4. Go to Firm Management Tab and click on Raise Form A

5. Fill the Form A columns in the form in English and Marathi(While filing the Form A all
the words of Marathi deed and English deed should be matched)

6. Click on Submit buttons

7. Take Print of Form A on Green Ledger Paper

8. Make the Marathi translation of English deed

9. Make the Serial Number Notary on Form A in Court

10. Date of filling of documents must be within one month of such notarization.

11. The stamp paper which is used for execution of Deed of Partnership should be dated
within 6 months of the date of issue of such stamp paper.

12. If Deed is not duly stamp or in other case if six month has been lapsed after the execution
of deed then in such cases the deed is required to be adjudicated by the Stamp Authority.

IV.DOCUMENTS REQUIRED FOR REGISTRATION OF

PARTNERSHIP FIRM
Submit the following list of documents in Registrar of Firm and verified the
documents.

1. Covering letter with Rs. 5 stamp on it.

2. Form A duly Notarized (on Green Ledger Paper), Green Ledger paper is mandatory
Normal Paper is not allowed.

3. Copy of English Partnership Deed duly attested by Notary, (C.A can also attest)

4. Converted Marathi Partnership Deed Duly attested by Notary(C.A can also attest)

5. One Blank Non Judicial Stamp Paper Letter of Authority

 6. Registration Fees Rs. 1600 (Previously it is Rs 750/-) in favor of Registrar of firm,
Mumbai.

7. Letter of Authority duly signed by all the partners.

8. Any particular business requiring License to carry out the business the copy of License is
to be submitted along with the submission. If License is not obtained then an Affidavit
form signed by all the partners with serial number notary should be submitted.

V.OBJECTION BY THE REGISTRAR

If there is any objection by the registrar he will send you the courier, the objection letter will be
Marathi, Go to the department and submit the additional documents required by them and clear
the objection issue by them

VI.CERTIFICATE OF FIRM REGISTRATION

After submitting all the documents you will get the Acknowledgment (payment Pauti) at a same
time. It will take 5-7 Month to get certificate of registration. Certificate of Registration will be
Courier by the department. It will be better for fast registration to visit the department with
Acknowledgment after 3-4 month of submission of the documents.

VII Registrar of Firm Maharashtra

Registrar of firm is an government officer. for formation of partnership firm no need to submit
documents to the registrar of firm but for registering the partnership firm it is necessary to
submit the documents to registrar of firm and in case of any query registrar can issue notice and
firm registration certificate is also issued by the registrar of firm.

1. Forms A, B, E should be signed by all the partners (including the retiring partner).
Forms C and D by any one partner and Form F by partner attaining the age of
majority. All the forms have to be signed before Notary/Magistrate. The Marathi
Translation which is required to be filed at the time of registration of firm should be
signed by all the partners along with Form A.

2. In cases of retirement, Form E should be signed by both Incoming and Outgoing

Partner/s or two separate E forms duly signed each for admission and retirement
respectively are required to be submitted along with the Instrument of Partnership
and Retirement Deed.
 3. Fees include copying charges, where applicable.

4. The above rates have been revised and applicable w.e.f. 12th February, 2014.

Some important tips to be remembered to avoid objections from Registrar of

Firms in respect of forms filed.
1. Stamp paper must be in the name of firm or partners.

2. If change in constitution is simultaneous with change in address, both Forms E and B

or D are required to be filed. Even if the changed address is mentioned in partnership
deed, it cannot be considered as notice of change unless Form B or D is filed.

3. Change in Karta of HUF is required to be intimated to ROF. If the change of Karta is

due to the death of Karta, then the change can be intimated by filing Form 'E' within
90 days along with copy of Death Certificate of Karta duly attested. No
Supplementary deed is required.

4. Date of filing of documents must be within one month of such notarization.

5. Always check date of stamp paper, date of execution of deed and effective date of
partnership deed.

6. In case of change in name and also the change in address of the lady partner if
occurs on account of marriage then Form 'D' is required to be filed within 90 days
along with attested copy of Marriage Certificate which should necessarily contain
changed name and address both. No Supplementary deed is required.

7. Always match the particulars in the deed with the information being filled in the form
and compare it with last entry on record.

8. Ensure that the seal of Notary is put with Red ink and initials of Notary on all pages of
the document or form, which is notarized. Do not forget to obtain Name and Address
stamp of the Notary on the notarized document or form, along with serial number in
the Notary Register of the document being notarised.

9. In case of rectification application filed under section 64, requesting correction of

error on account of spelling mistake or omission of any submission, etc. signature of
all existing partners is necessary on the said application. However, letter of authority
to appear before the Registrar of Firms for personal hearing can be signed by any one
of the existing partners.

10. After a personal hearing, you are required now to make an application in writing to
obtain a copy of order which states the amount of fine payable on account of delayed
submissions. After you receive the said order, you can pay fine and then receive
entry on record on a stamp paper of 10/- supplied by you along with the
submissions.
 11. In case of Partnership Firm of Chartered Accountants, Partnership Deed of the said
firm has to be attested by a Chartered Accountant other than the partner of the said
firm.

12. The stamp paper which is used for execution of Deed of Partnership should be dated
within 6 months of the date of issue of such stamp paper. This provision is effective
from 1-12-1989.

13. With effect from 31-8-2005, in case of a firm as per the object clause of the
Partnership Deed, if a specific permission or registration or any legal compliance is
required, to commence or do any business by the firm and if any document as a proof
of such permission or registration or compliance is not available at the time of
registration of firm to be submitted to the Registrar, then a declaration in the form of
Affidavit is required on the stamp paper of 100/- duly notarized, signed by all
partners is required to be submitted in original along with Form A. (e.g., IEC Number
in case of Import/Export Business or Liquor Licence in case of Wine Shop).

14. As per the circular issued by Registrar of Firms dated 20-1-2007, it is necessary to
give an authority to a person who is going to represent the firm either to collect any
document or to discuss any issue related to objection raised by the Registrar. Send
the same duly signed by all the partners to the Registrar along with the other
submissions.

15. As per circular dated 4-2-2010 it was necessary that affidavit for early scrutiny to be
signed by all partners. It was noticed that some partners with their signatures file
such affidavit and get the changes recorded which was thereafter challenged by
some other partners. This facility has been withdrawn after inspection in January
2012 vide report dated 13-3-2012 and letter to that effect issued on 20-3-2012 by
Government of Maharashtra as it was noticed that this facility is being misused to
take up the matter out of turn and resulting piling up of other papers.

Important Court Decision

Maharashtra State Amendment to Indian Partnership Act, 1932 (Maharashtra Act, 29 of
1984, S.14) came into force w.e.f. 1985. By this amendment, a time limit was laid down
within which Registration and subsequent changes were to be intimated to the Registrar. A
new section 69A was inserted providing for levy of penalty in case of delay in furnishing the
forms required by u/ss. 60 to 63 of the Act. (Refer chart for time limits). In case of M/s.
Adamji Lookmanji & Co. Registrar of Firms levied penalty for non-intimation of changes in
partnership in time limits (which has been prescribed w.e.f. 1-1-1985) for changes that took
place prior to 1-1-1985.

The penalty was challenged by M/s. Adamji Lookmanji & Co. since there was no prescribed
time or clauses of penalty prior to 1-1-1985.

The petition was allowed and it was held in M/s. Adamji Lookmanji & Co. & Ors. vs. State of
Maharashtra & Anr., that the demand of such penalty in respect of changes effected prior to
1-1-1985 is without the authority of law. Any change or alteration if made in terms of
sections 60, 61, 62 or 63, prior to the Amendment by Maharashtra Act 29 of 1984 will be
governed by the provisions of law as they stood before the amendment. Even in respect of
such change if a party applies for effecting the change or alterations after the Amendment
Act has came into force, considering the language and perusing the ambit of section 69, it
will be governed by the law before the Amendment. It is only change or alteration after the
amendment which will be governed by the amended provisions. The above demand is
therefore illegal, bad and without jurisdiction. The respondents at the highest can consider
and/or impose penalty in respect of changes which took place after 1-1-1985.

Prior to the passing of the Indian Partnership Act, 1932, there was no provision for the
registration of partnership firms in India. As a result it was difficult for a third person to prove
the existence of partnership and make his claim against all the members of the firm.

Whenever the question of partners liability arose, they did not hesitate to deny their membership
of the partnership in question.

As such there was a demand for compulsory registration, as prevalent in England, so that
necessary particulars regarding the constitution of the firm could be made available to those who
may be dealing with the firm.

In view of the very large number of small partnership firms working in India, where registration
may not produce much public benefit, the present Act has made the registration optional entirely
at the discretion of partners.

Under the Partnership Act it is not compulsory for every partnership firm to get it registered, but
an unregistered firm suffers from a number of disabilities. In practice, therefore, few partnerships
would deem it advisable to remain unregistered.

Time of registration:

Registration may take place at any time during the continuance of the partnership firm. Where
the firm intends to institute a suit in a court of law to enforce rights arising from any contract,
registration must be affected before the suit is instituted otherwise the court shall not entertain
the suit.

Registration may also be affected even after a suit has been filed by the firm but in that case it is
necessary to withdraw the suit, get the firm registered and then file a fresh suit. Registration of
the firm subsequent to the institution of the suit cannot by itself cure the defect.

Procedure of registration (Sec. 58):

The procedure of registration is very simple. An application in the prescribed form along with the
prescribed fee has to be submitted to the Registrar of Firms of the State in which any place of
business of the firm is situated or proposed to be situated.

The application or statement must be signed by all the partners or by their agents specially
authorised in this behalf, and must contain the following particulars:

1. The name of the firm.

2. The place or principal place of business of the firm.

3. The names of any other places where the firm carries on business.

4. The date when each partner joined the firm.

5. The names in full and permanent addresses of the partners.

6. The duration of the firm.

When the Registrar is satisfied that the above provisions have been duly complied with, he shall
record an entry of the statement in a register called the Register of Firms, and shall file the
statement (Sec. 59). This completes the procedure of registration.

Change of particulars:

With a view to keep the Registrar of Firms posted with up-to-date information regarding the
firm, if any change takes place in any of the particulars given above, it should be notified to the
Registrar, who shall thereupon incorporate the necessary change in the Register of Firms.

Further, the Registrar should also be informed when any partner ceases to be a partner by
retirement, expulsion, insolvency or death, or when a new partner is admitted or a minor, having
been admitted, elects to become or not to become a partner, or when the firm is dissolved. (Sees.
60-63)

Penalty for false particulars (Sec. 70):

If any person knowingly or without belief in its truth signs any statement, amending statement,
notice or intimation containing false or incomplete information to be supplied to the Registrar, he
shall be punishable with imprisonment which may extend to three months, or with fine, or with
both.
 Indian Partnership Act,1932
Historical
The Indian Partnership Act was enacted in 1932 and it came into force on 1st day of
October, 1932 [Sec 1. The act came into force on the 1st day of October, 1932 except
Section 69, which came into force on the 1st day of October, 1933]. The present Act
superseded the earlier law relating to Partnership, which was contained in Chapter XI of the
Indian Contract Act, 1872. The Act is not exhaustive. It purports to define and amend the law
relating to Partnership [See Preamble to the Act].

PreambleScope and Purpose

The preamble is an admissible aid to construction. It throws light on the intent and
design of the legislature and indicates the scope and purpose of the legislation itself
[Poppatlal Shah vs. State Of Madras AIR 1953 SC 274]. But it cannot be used to control or
qualify precise and unambiguous language of the enactment . It is only when there is a
doubt as to the meaning of a provision, that recourse may be had to the preamble to
ascertain the reasons for the enactment and hence, the intention of Parliament [Tribhuban
Parkash Nayyar Vs. Union Of India (1969) 3 SCC 99].

Scope
The scope of a partnership is primarily a question of the intention of the partners.
There is no restriction on the exercise of such powers as it chooses at any time to exercise,
except such prohibitions on illegal, immoral or fraudulent conduct as apply equally to
individuals.
1- A partnership may itself be a member of another firm if the partners of the
constituent firm consent thereto.
2- If it appears that all the partners have either authorized or ratified the contract, no
further question as to its validity ordinarily remains. The case where the question of the
validity of partnership contract arises is where one partner has made the contract without
specific authority from his co-partners. As to their implied scope partnerships may be
divided into the classes of the non-trading and the trading. Some powers can be exercised
by partners in partnership of either type. Thus a partner may retain an attorney protect the
interests of the firm.

Definition of Partnership
Section 4 of the Indian Partnership Act ,1932 defines Partnership as under :
 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 present definition replaces Section 239, Indian Contract Act which defined
Partnership as under: Partnership is the relation which subsists between persons who have
agreed to combine their property, labour or skill in some business , and to share the profits
thereof between them. The present definition is wider than the one contained in the Indian
Contract Act in so far as it includes the important element of mutual agency , which was
absent in the old definition.

Essentials of Partnership
According to Section 4, the following essentials are necessary to constitute a
Partnership.
1. There should be an agreement between the persons who wants to be partners.
2. The purpose of creating partnership should be carrying on of business.
3. The motive for the creation partnership should be earning and sharing profits.
4. The business of the firm should be carried on by all of them or any of them acting
for all, i.e., in mutual agency
When all the above elements are present in certain relationship that is known as
partnership. Persons who have entered into partnership with one another are called
individually partners and collectively a firm and the name under which their business is
carried on is called the firm name.

Elements of Partnership
The definition of partnership contains three elements: [Dulichand Laxminarayan Vs.
CIT AIR 1956 SC 354 ,Para 11 ; see also Pratibha Rani Vs. Surajkumar AIR 1985 SC 628,
(1985 ) 2 SCC 370 and Sanjay Kanubhai Patel Vs. Chief Controlling Revenue Authority AIR
2005 Bom 57, para8]
1. There must be an agreement entered into by all the persons concerned
[Rampratap v Durgaprasad AIR 1925 Pc 293; Hemchandra Dev vs. Dhirendra Chandra Das
AIR 1960 Cal 691].
2. The agreement must be to share the profits of business; and
3. The business must be carried on by all or any of the persons concerned, acting for
all.
Its main features are:-
A partnership is easy to form as no cumbersome legal formalities are involved. Its
registration is also not essential. However, if the firm is not registered, it will be deprived of
certain legal benefits.
 The Registrar of Firms is responsible for registering partnership firms.
The minimum number of partners must be two, while the maximum number can be 10 in
case of banking business and 20 in all other types of business. (Section 11 of the Companies
Act , 1956)
The firm has no separate legal existence of its own i.e., the firm and the partners are one and
the same in the eyes of law.
In the absence of any agreement to the contrary, all partners have a right to participate in
the activities of the business.
Ownership of property usually carries with it the right of management. Every partner,
therefore, has a right to share in the management of the business firm.
Liability of the partners is unlimited. Legally, the partners are said to be jointly and severally
liable for the liabilities of the firm. This means that if the assets and property of the firm is
insufficient to meet the debts of the firm, the creditors can recover their loans from the
personal property of the individual partners.
Restrictions are there on the transfer of interest i.e. none of the partners can transfer his
interest in the firm to any person (except to the existing partners) without the unanimous
consent of all other partners.
The firm has a limited span of life i.e. legally, the firm must be dissolved on the retirement,
lunacy, bankruptcy, or death of any partner.

How to form a partnership firm?

A partnership is formed by an agreement, which may be either written or oral. When
the written agreement is duly stamped and registered, it is known as "Partnership Deed".
Ordinarily, the rights, duties and liabilities of partners are laid down in the deed. But in the
case where the deed does not specify the rights and obligations, the provisions of the THE
INDIAN PARTNERSHIP ACT, 1932 will apply. The deed generally contains the following
particulars:
Name of the firm.
Nature of the business to be carried out.
Names of the partners.
The town and the place where business will be carried on.
The amount of capital to be contributed by each partner.
Loans and advances by partners and the interest payable on them.
The amount of drawings by each partner and the rate of interest allowed thereon.
Duties and powers of each partner.
Any other terms and conditions to run the business.
 Advantages
Partnerships have many of the same advantages of the sole proprietorship, along with
others:
Except for the time and the legal cost of crafting a partnership agreement, it is easy to
establish.
Because there is more than one owner, the entity has more than one pool of capital to tap in
financing the business and its operations.
Profits from the business flow directly to the partners personal tax returns; they are not
subject to a second level of taxation.
The entity can draw on the judgment and management of more than one person. In the best
cases, the partners will have complementary skills.
. The Partners can withdraw profits from the business in the Name of Interest on Capital and
Salary but subject to certain limits.
The Registration of the Partnership is optional.
Dis-advantages
As mentioned earlier, partners are jointly and severally liable for the actions of the other
partners. Thus, one partner can put other partners at risk without their knowledge or
consent. Other disadvantages include the following:
Profits must be shared among the partners.
With two or more partners being privy to decisions, decision making may de slower and more
difficult than in a sole proprietorship. Disputes can tie the partnership in knots.
As with a sole proprietorship, the cost of some employee benefits may not be deductible from
income taxation.
Depending on the partnership agreement, the partnership may have a limited life. Unless
otherwise specified, it will end upon the withdrawal or death of any partner.
The Partnership firm is not a separate legal entity. Meaning Assets cannot be purchased in
the name of the Partnership firm.
There are certain limits for withdrawals such as Interest on Capital & Salary to partners. Tax
has to be paid if the amount paid exceeds these limits.
Unlimited liability

Partnership Agreement Oral, Written or By Conduct

The Supreme Court has, construing the provisions of section 4, observed that a
partnership agreement is the source of a partnership, and it also gives expression to the
other ingredients defining the partnership, specifying the business agreed to be carried on,
the persons who will actually carry on the business, the shares in which the profits will be
divided, and several other considerations which constitute such an organic relationship. A
partnership agreement therefore, identifies the firm and each partnership agreement may
constitute a distinct and separate partnership. That is not to say that a firm is corporate
entity or enjoys a juristic personality in that sense. However, each partnership is a distinct
relationship. The partners may be different and yet the nature of the business may be the
same, the business may be different and yet the partners may be the same. The intention
may be to constitute two separate partnerships and therefore, two distinct firms, or to
extend merely a partnership, originally constituted to carry on one business, to the carrying
on of another business. The intention of the partners will have to be decided with reference
to the terms of the agreement and all the surrounding circumstances, including evidence as
to the interlacing or interlocking of management, finance and, other incidents of the
respective business. [Deputy Commr Of Sales Tax (Law) Board Of Revenue (Taxes) vs. K
Kelukutty AIR 1985 SC 1143 , from (1978) 2 ILR Ker 82]
Agreement of partnership need not to be express, but can be inferred from the course of
conduct of the parties to the agreement. The firm rule is that once the parties entering into
the partnership are clearly described in the instrument, there is no scope for further inquiry
to find out by some process or casuistry, if any of the parties has got obligation to others for
the purpose of inducting those others to whom any of the parties may be accountable in
law, into the arena of partnership and for treating them as partners under the law.[Deputy
Commr Of Sales Tax (Law) Board Of Revenue (Taxes) vs. K Kelukutty AIR 1985 SC 1143, from
(1978) 2 ILR Ker 82.] If, the parties to an agreement have not agreed on the date of
commencement of the partnership, it cannot be said that they have become partners.
The Supreme Cour, [in Tarsem Singh v Sukhminder Singh (1998) 3 SCC 471 ,Para 13], has
held that it is not necessary under the law that every contract must be in writing. There can
be an equally binding contract between the parties on the basis of oral agreement, unless
there is a law which requires the agreement to be in writing.
The relations inter se, among the promoters of a company, are not the same as the relations
between partners. Persons entering into contract are not, on the authority of Keth Spicer Ltd
v Mansell, necessarily to be viewed as partners. However, if they perform a large number of
acts as part of the promotion , the court might come to a different conclusion.

Construction of Partnership Agreements

It is settled canon of construction that a contract of partnership must be read as a whole and
the intention of the parties must be gathered from the language used in the contract by
adopting harmonious construction of all the clauses contained therein. The cardinal principle
is to ascertain the intention of the parties to the contract through the words they have used,
which are key to open the mind of the makers. It is seldom that