LLP AGREEMENT

(As per Section 23(4) of LLP Act, 2008)

THIS Agreement of LLP made at Navsari on this ---- day of December 2019

BETWEEN

1. Mr. Jayantilal Parsottambhai Kewat residing at 50, Vrundavan Society,

Grid Road, Kabilpore-396424, Navsari, Gujarat, India. which
expression shall, unless it be repugnant to the subject or context thereof,
include their legal heirs, successors, nominees and permitted assignees and
hereinafter called the Party of the FIRST PART,

2. Mr. Mehulkumar Jayantilal Kewat residing at 50, Vrundavan Society,

Grid Road, Kabilpore-396424, Navsari, Gujarat, India which
expression shall, unless it be repugnant to the subject or context thereof,
include their legal heirs, successors, nominees and permitted assignees and
hereinafter called the Party of the SECOND PART,

3. Mr. Jaykumar Jayantilal Kewat residing at 50, Vrundavan Society, Grid

Road, Kabilpore-396424, Navsari, Gujarat, India. which expression
shall, unless it be repugnant to the subject or context thereof, include their
legal heirs, successors, nominees and permitted assignees and hereinafter
called the Party of the THIRD PART,

PARTIES OF ALL THREE PARTS SHALL BE DESIGNATED

PARTNERS

(ALL THE THREE PARTS SHALL BE COLLECTIVELY REFERRED TO

AS PARTNERS)

WHEREAS The parties have agreed to form and constitute a Limited

Liability Partnership under the provisions of the Limited Liability
Partnership Act, 2008 to carry on the business of Investments, Advisory
Services and other management activities as elaborated herein below in
the name and style of -------------------------------------------------------------- LLP,
in order to combine their business acumen, experience, expertise, efforts
and energies, and to regulate and control the relationship between the
parties the parties are desirous of reducing to writing the terms of the
Partnership agreed upon between themselves by executing a formal
instrument of Partnership on the terms and conditions as hereinafter
appearing.

NOW THEREFORE THIS LIMITED LIABILITY PARTNERSHIP

AGREEMENT executed in terms of Section 23(1) of the Limited Liability
Partnership Act, 2008 WITNESSETH and it is hereby agreed by and
between the parties hereto as follows:

1) Preliminary
Subject as hereinafter provided, the Regulations contained in the First
Schedule to the Limited Liability Partnership Act, 2008 shall apply to
the Limited Liability Partnership.

2) DEFINITIONS
In this Agreement and in the Schedules hereto, the following terms shall
have the following meanings unless the context otherwise requires

In this Agreement unless the context otherwise requires:-

“Accounting Year” means the financial year as defined in the LLP Act,
2008.

“Act” or “LLP Act” means the Limited Liability Partnership Act, 2008.

“Business” includes every trade, profession service and occupation.

“Change” means a change in the constitution of the body of Partners or

Designated Partners other than their admission afresh.
“Designated Partner” means any partner designated as such.

“LLP” means the limited liability partnership formed pursuant to this LLP
Agreement.

“LLP Agreement” means this Agreement or any supplement thereof

determining the mutual rights and duties of the partners and their
rights and duties in relation to the LLP.

“Partner” means any person who becomes a partner in the LLP in

accordance with this LLP Agreement.

“She” includes “he” or vice versa.

Headings herein are only for convenience

3) The Incorporation Documents for the LLP have been executed by the
parties to this LLP agreement.
4) The Incorporation documents and other relevant papers are being
submitted to the Registrar of Companies with necessary filing fees.

5) NAME OF LLP
5.1 The LLP shall be called ______________________LLP or such other
name (containing the word ‘____________________’) as may be
mutually agreed upon by and between the parties hereto with the
requisite approval of the concerned Registrar.
5.2 The LLP may change its name by following the procedure as laid
down in the said Act.

6) BUSINESS OF LLP

6.1 The business of the LLP shall be:-

1) Management of __________________

2) To organize _________________

3) To manufacture, distribute, import / export, reslae _________

4) .

5) .

6) .

7) . AND such other ancillary business as more particularly described in

the SCHEDULE I annexed hereto, unless changed by mutual consent
and such other business as maybe mutually agreed upon from time
to time by the partners for the time being of the LLP.

6.2 However, no change may be made in the nature of business of the

Limited Liability Partnership without the consent of the partners.

7) REGISTERED OFFICE OF LLP

7.1 The business of the LLP shall be carried on at and from 29-First Floor
Atal Bihari Vajpayee Shopping Centre, Opp Parsi Hospital, Navsari-
396445, Gujarat, India., which shall be the registered office of the LLP
and/or at and from such other place/s, as shall be agreed to by the
partners unanimously from time to time.

7.2 The LLP may change its registered office by following the procedure as
laid down in the said Act and with the consent of the Designated
Partners.

7.3 The LLP, may in addition to the registered office address, may use any
other address for the purpose of correspondence as its address for
service of documents, under sub-section (2) of section 13 of LLP Act,
2008 with the consent of the partners.
8) PARTNERS OF LLP

8.1 The Partners of the LLP shall be the Parties to this Agreement or any
person who becomes a partner of the LLP in accordance with this
LLP Agreement. There shall be no limit on the number of Partners to
be admitted at any time and from time to time and which shall be
done by changing the provisions of this LLP Agreement, if necessary,
and as required subject to its acceptance by all the then existing
Partners at a meeting or otherwise confirmed in writing.

8.2 On incorporation of the LLP, the parties being the persons who have
subscribed to the Incorporation Document shall be its Partners and
any other person may become a Partner in accordance with the
provisions of this Agreement.

8.3 The following shall be the first Partners of the LLP as specified in the
Incorporation Document:

1. MR. Mr. Jayantilal Parsottambhai Kewat

2. MR. Mr. Mehulkumar Jayantilal Kewat

3. MR Mr. Jaykumar Jayantilal Kewat

8.4 The number of Partners shall be not less than two. There shall be no
maximum limit for the number of Partners.

8.5 No person may be introduced as a partner without the consent of 2 of

the partners.

8.6 Each partner may take part in the management of the Limited Liability
Partnership.

9) DESIGNATED PARTNERS

9.1 The First Designated Partners of the LLP as named in the

Incorporation Document are :-

1. Mr………………………. DPIN ………………..

2. Mr………………………. DPIN ………………..

9.2 The said Designated Partners have given their consent to act as
Designated Partners of the LLP

9.3. There shall be at least two Designated Partners of the LLP.

9.4 The Designated Partners shall satisfy all the conditions and
requirements as may be prescribed by the Central Government in
that behalf.
9.5. Every Designated Partner shall have a Designated Partner
Identification Number.

9.6. Details/particulars of every Designated Partner and his consent to act

as such should be filed with the Registrar within thirty days of his
appointment.

9.7. The Business of the LLP shall be conducted and managed by the

Designated Partners and the decision of the Designated Partners shall be

final and conclusive on the LLP in respect of all matters relating to
the management and conduct of the day to day business of the
partnership.

9.8 The Designated Partners shall be responsible and answerable for the
doing of all acts, deeds, matters and things as required to be done by
the Limited Liability Partnership in compliance of the provisions of
the Limited Liability Partnership Act, 2008 and Rules made
thereunder from time to time including filing of any document,
Return, Statement, Report, etc. pursuant to the provisions of the said
Act/Rules.

9.9 The Designated Partners shall carry out the business of the Partnership
for the greatest common advantage of the partners and shall be
bound to make good to the partnership any loss directly caused by
or attributable to his acts or omissions or which he was legally
forbidden to do.

9.10 No Designated partner shall without the written consent of the other
Designated Partner do any of the following acts:

i) Release or compound any debt or claim owing to the LLP.

ii) Guarantee the payment or discharge of any sum or claim.

iii) Execute any deed or stand surety for any payment for or acknowledge
any liability on behalf of the LLP

iv)Transfer in any manner or by any mode whatsoever his interest in the

LLP.

9.11 The Designated Partners shall be liable to all penalties imposed on the
Limited Liability Partnership for any contravention of the provisions
of the Act.

9.12 The Designated Partner shall indemnify the LLP for any loss caused
to it by his fraud or willful neglect in the conduct of the business of
the LLP.
9.13 The Designated Partners shall be entitled to remuneration for
carrying on the business or management of the Limited Liability
Partnership.

9.14 The Designated Partner can appoint any person as his representative
by passing a Board Resolution. Upon the death or cessation of such
representative, the Designated Partner can appoint another
representative by passing a Board Resolution.

9.15 On the insolvency of the Designated Partner, such partner shall

inform the LLP and the other partner about the same within 7 days.

9.16 After the registration of the LLP, all expenses incurred by the
Designated Partners prior to the incorporation shall be reimbursed to
them from the accounts of the LLP including inter alia the costs of
promotion and registration, legal fees, costs of printing and stamp
duties and all other direct costs at actuals as per the accounts
rendered to the LLP by the Partners.

9.17 The Designated Partners shall be true and just to each other at all
times during the continuance of the partnership and shall diligently
and faithfully employ themselves in the conduct and management of
the said business and concerns of the partnership.

10) CONTRIBUTION

10.1 The Initial capital of the LLP shall be Rs. -------------------/- (Rupees
--------------------------only) and shall be contributed by the partners in
the following proportion: -

Party of the First Part 50 (FIFTY) % i.e. Rs. ----------/- (Rupees

----------------------- only)

Party of the Second Part 25 (TWENTY FIVE) % i.e. Rs. ----------/- (Rupees
----------------------- only)

Party of the First Part 25 (TWENTY FIVE) % i.e. Rs. ----------/- (Rupees
----------------------- only)

10.2 The Contribution can be increased or reduced with the consent of the
Partners.

10.3 If any further capital is required at any time for the purposes of the
LLP, the same shall be additionally contributed by the partners in
their respective proportion of capital contributions made, unless
otherwise agreed upon by the Partners. Existing loans advanced or
deemed as advanced by the Partners to the LLP shall not be
convertible into such capital contribution.
10.4 No Interest shall be payable by the LLP on the Contribution received
from Partners.

10.5 A separate capital account shall be maintained for each Partner. No

Partner shall withdraw any part of his capital account while he is a
Partner.

11) REFUND OF CONTRIBUTION

The Contribution of Partners will not be refundable except:

a) In case of death, retirement, expulsion or cessation of the said

Partner.

b) Winding up of the LLP

12) RIGHTS OF PARTNERS The partners shall

a) take part in the day to day management of the LLP.

b) Pledge/ hypothecate/ mortgage assets of LLP for borrowing money for

the purpose of the business of the LLP as permissible.

c) have right, title interest share claim demand in all the assets and
properties in the LLP in their respective profit sharing ratio.

d) have access to and be entitled to inspect and copy any books of

accounts and other records of the LLP.

e) be entitled to continue to carry on or engage in their own, separate and

independent business as hitherto carried on or that they may
hereafter desire to carry on save and except any business directly or
indirectly competing with the business of the LLP and the other
partner and the LLP shall not have any objection thereto provided
that the said partner has intimated the said fact to the LLP before the
start of the LLP or of the independent business, as the case may be,
and provided however that he shall not use the name or assets or
goodwill or reputation of the LLP to carry on the said business.

13) DUTIES OF PARTNERS

a) The Partners shall work diligently and faithfully for purpose of the
business of LLP and shall be loyal to each other and the LLP.

b) The Partners shall give time and attention as may be required for the
fulfillment of the objectives of the LLP business.

c) The Partners shall render true accounts and full information of all
things affecting the LLP, partner(s) of the LLP or their Legal
representatives.
 d) The Partners shall account to the Limited Liability Partnership for any
benefit derived by him without the consent of the Limited Liability
Partnership from any transaction concerning the Limited Liability
Partnership, or from any use by him of the property, name or any
business connection of the Limited Liability Partnership.

e) In case any Partner of the LLP desires to transfer or assign his interest or
shares in the LLP, he is bound to first offer the same to the other
partner by giving 15 days’ notice. In the absence of any
communication by the other partner, the concerned partner can
transfer or assign his share in the market.

14) RESTRICTION ON THE PARTNERS’ AUTHORITY

Without the written consent of the other partner, no partner shall: -

i. Transfer, assign or mortgage his share of interest in the LLP.

ii. ii. On behalf of the LLP, lend money or give credit to or have any
dealings with any persons, whose credit worthiness is doubtful or
whom the other partner previously in writing has forbidden it to
deal with and the defaulting partner shall be solely liable for any loss
incurred on account of such breach.

iii. Employ any money, goods or effects of the LLP or pledge the credit
thereof except in the ordinary course of business and upon the
account or for the benefit of the LLP.

iv. Enter into any bond or stand surety or guarantee with or for any
person or do knowingly cause or suffer to be done anything whereby
the LLP property or any part thereof may be seized or attached.

v. Compromise or compound or (except upon payment in full) release

or discharge any debt due to the LLP.

vi. Encumber or otherwise charge or pledge the properties of the LLP.

vii. Draw or accept or endorse unauthorisedly any bill of exchange or

promissory note on LLP’s account.

viii. Draw and sign any cheque on behalf of the LLP unauthorisedly in
excess of Rs 10,00,000/- on its banking account.

ix. Remit the whole or part of any debt due to the LLP.

x. Lease, sell, pledge or otherwise transfer any of the properties of the

LLP otherwise than in the ordinary course of business.

xi. Commit to buy or buy any immovable property for the LLP.

xii. Do any act or omission rendering the LLP liable to be wound up.
 xiii. Discuss business secrets of the LLP with outsiders.

xiv. Derive profits from any transaction of the LLP or from the use of its
name, resources or assets or business connection.

xv. Submit any dispute relating to the LLP’s business to arbitration.

xvi. Open a banking account on behalf of the LLP in his own name.

xvii. Commit to compromise or relinquish any claim in whole or in part of

the LLP.

xviii. Withdraw or not prosecute any claims or proceedings filed on behalf

of the LLP

xix. Admit on behalf of the LLP any liability or claim in a suit or

proceeding against the LLP.

xx. Transfer, assign or otherwise encumber his share in the assets or

profits of the LLP.

xxi. Engage or be concerned or interested in any other business, directly

or indirectly competing with the business of the LLP.

xxii. Do any act that may conflict his interest with the interest of the LLP
or its other Partner.

15) EXTENT OF LIABILITY OF THE LLP

The LLP is not bound by anything done by a partner in dealing with a person
if—

a) the partner in fact has no authority to act for the LLP in doing a
particular act; and

b) such person knows that he has no authority or does not know or

believe him to be a partner of the LLP.

16) LIABILITY OF PARTNERS

Subject to the provisions of the Act, the liability of the Partners to this
LLP Agreement shall be limited to the Contribution committed by
them to the LLP.

17. INDEMNITY

17.1 The LLP shall indemnify each partner in respect of payments made
and personal liabilities incurred by him.

a. In the ordinary course and proper conduct of the business of the

LLP; or
 b. In or about anything necessarily done for the preservation of the
business or property of the LLP.

17.2 The LLP shall indemnify and defend its Partners and other Officers
from and against any and all liability in connection with claims,
actions and proceedings (regardless of the outcome), judgment, loss
or settlement thereof, whether civil or criminal, arising out of or
resulting from their respective performances as partners and officers
of the LLP, except in the event of gross negligence or willful
misconduct of the partner or officer seeking indemnification.

17.3 Each partner shall indemnify the LLP and the other partner for any
loss caused to it by his unauthorized acts or any fraud committed by
him in the conduct of the business of the LLP.

18. This Agreement shall be effective from the date of incorporation of the
LLP

19. MANAGEMENT & MEETINGS OF LLP

19.1 The overall management of the LLP will be conducted by the partners
of the LLP.

a. Any matter or issue relating to the Limited Liability Partnership

shall be decided by Resolution passed by the partners, and for this
purpose, each partner shall have one vote. The meeting of the
Partners may be called by sending 7(seven) days prior notice to the
partners at their residential address or by e-mail at the email ID’s as
registered with Registrar of Companies at the time of allotment of
their DPIN or at the email ID’s provided by the individual Partners
in writing to the LLP.

b. The meeting of Partners shall ordinarily be held at the registered

office of the LLP or at any other place as mutually agreed.

c. The Limited Liability Partnership shall ensure that decisions taken

by it are recorded in the minutes within thirty days of taking such
decisions and are kept and maintained at the registered office of the
LLP.

d. The meetings of the LLP and the maintenance of the Minutes of

the meeting shall be as mutually agreed between the Partners.

e. No Resolution or decision carried by a majority of Partners of the

LLP shall be valid or be given effect to unless the same is with the
approval of the Partners being the Parties hereto.

f. A Resolution circulated in writing and signed by the

partners/Designated Partners, as the case may be, shall be deemed to
 be duly passed and the date of passing of such Circular Resolution
shall be the date of signature of the person who signs the same last.

20. COMMON SEAL

20.1 The LLP shall have a Common Seal and the same shall be laid before
and adopted at the general meeting mentioned hereinabove and the
Common Seal shall be affixed to any document or contract as may be
required with the approval of and in the presence of the Designated
Partners of the LLP on each occasion and the same shall be recorded
chronologically in the Seal Book maintained for the purpose under
their signatures.

20.2 The Designated Partners shall provide for and ensure the safe
custody of the Seal of the LLP.

20.3 The Seal shall not be affixed to any instrument except by the
authority of the Designated Partners and except in the presence of
the Designated Partners, who shall sign every instrument to which
the Seal is affixed.

21. ADMISSION OF NEW PARTNER

21.1 No new Partner may be introduced as a new partner of the LLP

without the consent of all the existing partners. Such incoming
partner shall give his prior consent to act as Partner of the LLP.

21.2 The Contribution of the new partner may be tangible, intangible,

moveable or immoveable property and the incoming partner shall
bring minimum contribution of Rs. 50,000/- or as may be decided by
the existing partners from time to time.

21.3 The Profit sharing ratio of the incoming partner will be decided by
the existing partners by mutual agreement.

21.4 Any person having any business interest which is in conflict with the
business of the LLP shall not be admitted as a Partner of the LLP.

21.5 Persons admitted as partners shall duly comply with the provisions
of Section 25(1) of LLP Act and Rule 22(1) framed thereunder. The
LLP shall have perpetual succession and the death, retirement,
expulsion, cessation or insolvency of any partner shall not dissolve
the LLP

22. If at any time owing to losses or any other cause whatsoever, one
fourth or more of the entire capital of the LLP shall have been lost or
not represented by available assets or there exists reasonable cause of
 apprehension that a call on the Partners to contribute further capital
of 25% or more of the entire capital of the LLP is imminent to carry
on its business as a solvent entity, the Partners may require the LLP
to be dissolved and wound up.

23. CESSATION OF EXISTING PARTNERS

A. RETIREMENT

A.1 A Partner may cease to be partner of the LLP by giving a notice in

writing of not less than 30 (thirty days) to the other partners of his
intention to retire as partner.

A.2 Upon receipt of the said resignation notice, the value of the assets and
liabilities shall be determined and a statement of accounts shall be
taken and the share of capital contribution and undistributed
profits/loss up to the date of retirement of such partner shall be
determined.

A.3 The Retiring Partner shall be entitled to the credit balance or be liable
for the debit balance as arrived as per the said accounts which shall
be payable to him or receivable from him, as the case may be, as may
be mutually agreed upon. A Statement of Accounts shall be taken
and made out of the Retiring Partner’s share of the capital and effects
of the LLP and of all unpaid profits and other amounts due to him
up to the time of his retirement, subject to required adjustments
between his capital account and income account transactions and
transfers made till the date of retirement, as the case may be, and
balances struck as certified by the Auditor. Such outstanding balance
shall be disbursed or settled within a reasonable time as may be
mutually agreed upon between the retiring and the continuing
partners. Interest shall be payable or receivable on such balance
payable or receivable as may be mutually agreed upon.

A.4 The retirement shall be effective from the date it is accepted by the
other partner of the LLP.

A.5 The continuing partner reserves his right to induct before the formal
retirement of the outgoing partner another person as partner in this
partnership on such terms and conditions as may be decided by the
continuing partner but not so as to prejudice the interest of the
Retiring Partner.

A.6 During the first 2 years from the date hereof, the Parties hereto shall
not be entitled to retire or break away or part with the LLP unless
mutually agreed upon in writing.
B. DEFAULT:

B.1 The following events shall be deemed to be events of defaults on the

part of the Partners, which may lead to the cessation of such
defaulting Partner as a partner of the LLP: -

a. If a Partner is declared to be of unsound mind by a competent

Court; or

b. If a Partner has applied to be adjudged as an insolvent or is

declared as an insolvent; or

c. If a Partner is found to be engaged in any defrauding activity or

any activity involving moral turpitude. d. If a Partner has breached
any of his representations and warranties or conditions set out in this
Agreement.

B.2 On occurrence of any of the events of default enumerated hereinabove

under the preceding clause, then a Designated Partner shall cause
the accounts of the LLP to be taken as standing on the date of the
default or cessation of such partner and after the requisite
deductions made, including in respect of dues payable by such
defaulting Partner, and to indemnify the LLP and the other partner ,
the share accruing to the defaulting Partner shall be given to such
Partner from the LLP or the share receivable from the defaulting
partner shall be paid to the LLP by such Partner, as the case may be,
within a reasonable time.

B.3 The continuing partner reserves his right to induct before the cessation
of the outgoing partner another person as partner in this partnership
on such terms and conditions as may be decided by the continuing
partner.

C. EXPULSION

C.1 A Partner may not be expelled by the other partner, save in good faith
and in the interest of the partnership business and only after a 7
days’ show-cause Notice in writing is served on such Partner; and in
that event the Partner expelled shall be entitled to all the benefits of
and shall be liable to the same obligations applicable to a retiring
Partner in accordance with the provisions of this Agreement in that
behalf, however the expelled partner shall be not entitled to enjoy
benefits of retiring partner if he is expelled from the LLP as being
guilty of committing fraud, gross negligence etc. in the conduct of
business of the LLP; PROVIDED HOWEVER, that if the said Partner
satisfies the aggrieved Partner during the Notice period, then the
 said Notice shall stand cancelled and withdrawn and the Partner to
whom such notice is issued shall thereupon continue.

C.2 Any Partner who acquires such conflicting interest shall cease to be
and shall be expelled as a Partner and such person shall file Form 6
of the LLP Rules & Forms 2008, within a period of 15 days of any
change in the name and address, to intimate the LLP.

D. DEATH

D.1 Upon the death of a Partner, any nominee appointed by the heirs of
the deceased Partner, by a notice given to the other partner in
writing and in absence of such notice, any nominee appointed by
such deceased partner under his last will or failing such nomination,
the spouse of such deceased partner shall be entitled to join the LLP
as a partner from the date of his demise on the same terms and
conditions on which the deceased was a partner on the date of
demise and the balance standing to the credit or debit of the
deceased Partner shall be transferred in favour of the Partner so
inducted.

D.2 In the event there is no notice given or the deceased Partner has not
made any will or his nominee or Spouse refuses to join the LLP as
above, then with a view to arrive at the share of the deceased partner
in the net assets income etc. of the partnership and further in the
interest of proper, fair, smooth and amicable settlement between the
surviving and the deceased partners, an assessment shall be made
within three months from the date of death of the Partner of all
assets and liabilities and prior charges whatsoever belonging and
pertaining to the partnership as constituted immediately before the
death of the deceased Partner and based on the above assessment,
the net assets of the partnership (i.e. after deduction of liabilities)
shall be valued at their Market Value and based on such Market
valuation the share of the deceased Partner in the partnership shall
be determined in full and final satisfaction of all the claims of the
deceased partner in the partnership and which shall be credited or
debited as the case may be to his capital account and the net balance
remaining after the said credit or debit in the capital account of the
deceased partner shall be paid or refunded as the case may be to or
by the legal representative/heirs of the deceased partner within such
period as may be mutually agreed upon by the surviving partner.
The surviving partner shall be entitled to admit any other partner in
place of the deceased partner on such terms and conditions as the
surviving partner may think fit.

24. VOLUNTARY WINDING UP OR TERMINATION OF LLP

24.1 The LLP shall continue to operate subject to the provisions of the LLP
Act, 2008 until termination of this Agreement by consent of the
Partners.

24.2 The LLP shall be liable to dissolution only if the Partners so decide.

24.3 With mutual consent of the Partners, the LLP may initiate the
proceedings for its winding up.

24.4 On the winding up of the LLP, the Liquidator, may subject to the
provisions of the said Act, and the Rules made by the Central
Government in this regard divide among the Partners in species or
otherwise the whole or any part of the assets of the LLP.

24.5 Voluntary winding up of the LLP shall be as per the provisions of the
LLP Act and only upon the prior written consent of all the Partners.

25. BANK ACCOUNTS

25.1 The Bankers of the LLP shall be any scheduled bank and/or such
other Bank/s as the partners may unanimously decide from time to
time.

25.2 The Bank account of the LLP shall be operated singly and/or jointly
by the Designated Partners or by their authorized representative or
as may be mutually decided by the partners from time to time.

26. BORROWINGS

26.1 For the purpose of the business of the LLP, the LLP shall be at liberty
to borrow any money by raising loan from any Bank, Financial
Institutions, NBFC or any other person at the prevailing rate of
interest with the consent of the Designated Partners. The Borrowing
may be secured or unsecured, and the security may be created by the
parties wherever required.

26.2 The funds required for the purpose of the business of the LLP may
also be contributed or arranged by the parties in such manner as may
be mutually agreed upon. A partner may lend money to and transact
other business with the Limited Liability Partnership in respect
thereof and shall have has the same rights and obligations with
respect to the loan or other transactions as a person who is not a
partner. Interest @12% p.a. simple interest or such other lower/higher
rate as may be prescribed u/s.40(b)(iv) of the Income Tax Act, 1961 or
any other applicable provisions as may be force for the Income Tax
 Assessment of the Limited Liability Partnership Firm for the relevant
accounting period. Parties shall be at liberty to increase or reduce the
above rate of interest from time to time. The Partners may agree by
mutual consent to waive or reduce the rate of interest payable to
them in respect of their capital and Loan Accounts in the case of
losses or of reduced profits or of difficult financial position of the
business of the LLP or of the expansion or other urgent needs of the
business of the LLP.

27. REMUNERATION

The remuneration to the Designated Partners shall be such as may be

unanimously decided by the partners.

28. SHARE OF PROFIT AND LOSS

28.1 The Net profit of the LLP arrived at after providing for and deduction
of all the costs, charges, expenses, liabilities, debts and taxes standing
to their credit in the books of the Partnership as on the last date of
the relevant financial year shall be divided and distributed amongst
the Partners in the following proportion:

A) Jayantilal Parsotambhai Kewat:- 50%

B) Mehulkumar Jayantilal Kewat:- 25%

C) Jaykumar Jayantilal Kewat:- 25%

28.2 On the cessation of business of the LLP, all the lawful outstanding
dues of the secured and unsecured creditors shall be first paid and
all the other lawful liabilities of the LLP shall be cleared. The balance,
if any, shall be distributed among the Partners in the profit sharing
ratio.

28.3 The Losses of the LLP including loss of Capital, if any, shall be borne
and paid by the Partners in the following proportion:

A) Jayantilal Parsotambhai Kewat:- 50%

B) Mehulkumar Jayantilal Kewat:- 25%

C) Jaykumar Jayantilal Kewat:- 25%

29. DRAWINGS BY PARTNERS

Each Partner shall be entitled to withdraw out of the Partnership

funds as drawings such amount towards their share of profit or from
the credit balance of his income account. as may be decided by the
partners mutually in writing from time to time.
30. INTELLECTUAL PROPERTY:

All brand names, logos, trademarks, etc. whether registered or not,

belonging to or used by the LLP for any project undertaken by the
LLP shall belong solely exclusively absolutely to the LLP, viz ---(llP
nAME)--------------- alone.

31. All the assets owned by or belonging to the LLP including but not
limited to the Intellectual Property Rights of whatever kind shall be
the property of the LLP and no Partner shall be entitled to hold
himself out as entitled to or otherwise use for himself such property
otherwise then as a client or customer

32. LOANS FROM / TO PARTNERS

32.1 The LLP may take Loans from Partners. It is hereby agreed that
simple Interest at the rate of 12% p.a. shall be payable by the LLP on
the said Loans received from Partners subject to clause 26 hereof.

32.2 LLP may grant loans to its partners. The giving of such loans and
interest on loans will be determined by partners unanimously.

33 ACCOUNTS AND AUDIT

33.1 The accounting year of the LLP shall be from 1st April of the year to
31stMarch of the subsequent year. The first accounting year shall be
from the date of incorporation of this LLP till 31st March of the
subsequent year viz. 31st March, 2019 or as per the Generally
Accepted Accounting Principles in India.

33.2 The books of accounts of the LLP shall be kept at the said office of the
LLP for the reference of all the partners.

33.3 The LLP shall within a period of 6 months from the end of each
financial year, prepare an Annual Statement of Accounts and
Solvency for the said financial year as at the last day of the said
financial year in the prescribed form.

33.4 The Designated Partners of the Limited Liability Partnership shall put
their signature on the Statement of Accounts and Solvency.

33.5 The LLP shall file the Statement of Account and Solvency with the
Registrar every year.

33.6 If any Partner refuses to sign the Annual Statements of Accounts and
Solvency without giving any valid or justifiable reason, a copy of the
same shall be posted to him by Registered Post Acknowledgement
Due to his last known address supplied by him to the LLP, and same
 shall be deemed to have been signed by him on the date of such
posting.

33.7 The Statement of Accounts and Solvency and Annual Return filed by
the LLP shall be available for inspection in the office of the Registrar
during business hours in such manner and on payment of such fees
as may be prescribed.

33.8 The LLP shall maintain proper books of accounts relating to its affairs
for each year of its existence on cash basis or accrual basis and
according to double entry system of accounting and shall maintain
the same at its registered office.

33.9 The accounts of the Limited Liability Partnership shall be audited in

accordance with the Rules prescribed under section 34 (3) of the LLP
Act, 2008, namely, Rule 24 of the LLP Rules and Forms, 2008. and the
Rules prescribed by the Central Government.

33.10 The Limited Liability Partnership shall be required to file an Annual

Return with the Registrar within sixty days of closure of its financial
year.

33.11 The auditors will be appointed by the Designated Partners of the

LLP and their remuneration will be fixed by them.

34. Every Partner and any other person employed in the business of the
LLP shall, before entering upon his duties, sign a Declaration
pledging himself to observe strict secrecy and confidentiality in
respect of all transactions of the LLP with its customers/clients and
the Statements of Accounts with individuals and in matters relating
thereto and shall by such Declaration pledge himself not to reveal
any of the matters which may come to his knowledge in the
discharge of his duties except when required to do so by mutual
consent of the Partners and except so far as may be necessary in
order to comply with the provisions of the said Act and/or otherwise
of law.

35. This LLP Agreement along with the LLP’s Certificate of Incorporation
shall be laid before a special general meeting of the Partners to be
held within 30 days of the registration of the LLP.

36. ALTERATION OF LLP AGREEMENT

36.1 Notwithstanding anything stated or provided herein the Partners

hereto have full powers and discretion to modify, after or vary the
terms and conditions of the Partnership Agreement in any manner
whatsoever they think fit by mutual consent, which shall be reduced
to writing to be signed by the partners and shall be duly registered.
36.2 With respect to any matter connected with the affairs of the LLP,
which is not specifically provided for herein, the partners may make
such agreements therefore and may set in such manner with regard
thereto as may be agreed upon by and between themselves.

36.3 The partners shall be entitled to modify the above terms relating to
remuneration, interest, etc. payable to partners by executing a
supplementary Agreement and such deed when executed shall have
effect unless otherwise provided from the first day of accounting
period in which such Agreement is executed and the same shall form
part of this LLP Agreement.

36.4 Where there is a change in constitution of Partnership (either due to

change in profit/loss sharing ratio between the partners or due to
admission of a partner or otherwise) a fresh Agreement shall be
drawn up to give effect to the said reconstitution.

36.5 No alteration to or amendment or change in this LLP Agreement

including any change of business of the LLP shall be valid or
effective or binding upon the Partners or the LLP unless reduced to
writing as a Supplemental to this Agreement and duly signed and
accepted by the Partners of the LLP as on the relevant date of
alteration, amendment or change.

37. MISCELLANEOUS PROVISIONS

37.1 Each party shall be responsible and liable for and shall pay their
separate/respective debts, taxes, dues and liabilities and shall
indemnify the other from any liability claims and demands made on
the other/ the LLP on account of non-payment of such taxes /debts
/dues / liabilities.

37.2 The partners shall be entitled to claim any money or money’s worth
paid for or on behalf of the LLP. Any expense incurred exclusively
for the LLP shall be reimbursed in total. Including pre-incorporation
expenses.

37.3 This Agreement represents the entire agreement between the parties
and no modifications shall be valid and binding unless reduced to
writing and signed by the parties.

37.4 If any provision of this Agreement is held to be void or declared

illegal, invalid or unenforceable for any reason whatsoever, then
only that provision shall be severable and divisible from this
Agreement and shall be deemed to stand deleted and the validity of
the remaining provisions and otherwise of this Agreement shall not
be affected. If any such deletion materially affects the interpretation
 of this Agreement, the parties shall use their best endeavors to
negotiate in good faith with a view to agreeing a substitute provision
as closely as possible reflecting the commercial intention of the
parties.

37.5 Any relaxation/delay made/ shown by any party in exercising his

rights against the other shall not be deemed and/or construed to be
waiver of any such rights and shall not prejudice the rights and
remedies of such party in any manner whatsoever.

37.6 Any notice by any Partner to the LLP may be given by addressing
and dispatching the same to the LLP by RPAD to the registered office
of the LLP or by Hand Delivery thereat.

37.7 Any notice to a Partner shall be deemed to have been sufficiently

given by the LLP/ the other Partner by addressing and dispatching
the same to such Partner by RPAD to or by Hand Delivery at his
usual or last known address in India.

38 RESOLUTION OF DISPUTES

38.1 All disputes between the partners or between any Partner and the
LLP arising out of the Limited Liability Partnership or this
Agreement which cannot be resolved in terms of this Agreement and
all disputes arising out of or in connection with the interpretation of
this Agreement or any clause or provision contained herein or the
respective rights, duties or liabilities of the partners hereunder,
which cannot be resolved by mutual discussions, shall be referred to
arbitration as the provisions of the Arbitration and Conciliation Act,
1996 or any statutory amendment or reenactment thereto. The venue
of the arbitration proceedings shall be Navsari, Gujarat and the
proceedings shall be in English.

38.2. Only the courts of competent jurisdiction at Navsari, Gujarat shall

have exclusive jurisdiction in all matters.

IN WITNESS WHEREOF the parties have put their respective hands the
day and year first hereinabove written

SIGNED AND DELIVERED by the )

Within named party of the First Part )
MR. JAYANTILAL PARSOTAMBHAI KEWAT )
In the Presence of )
1) Name & Address of witness 1
2) Name & Address of witness 2

SIGNED AND DELIVERED by the )

Within named party of the Second Part )
MR. MEHULKUMAR JAYANTILAL KEWAT )
In the Presence of )
1) Name & Address of witness 1
2) Name & Address of witness 2

SIGNED AND DELIVERED by the )

Within named party of the Second Part )
MR. JAYUMAR JAYANTILAL KEWAT )
In the Presence of )
1) Name & Address of witness 1
2) Name & Address of witness 2