LLP AGREEMENT

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

THIS LLP AGREEMENT is made at Indore on this 20.11.2023 Between

1. ______________ S/o Shri _________________an adult Indian Inhabitant, having

Residential address at _________________ (which expression shall, unless be repugnant to
the subject or context thereof, include their legal heirs, nominees, successors, assignees, etc.)
hereinafter called the FIRST PART.

2. _________________S/o Shri _________________an adult Indian Inhabitant, having

Residential address at _________________ (which expression shall, unless be repugnant to
the subject or context thereof, include their legal heirs, nominees, successors, assignees, etc.)
hereinafter called the SECOND PART.

(ALL THE PARTIES TO THE AGREEMENT SHALL BE COLLECTIVELY REFERRED

TO AS PARTNERS)

Whereas the Parties to the First, Second Part are interested in forming Limited Liability Partnership
under the Limited Liability Partnership Act, 2008.

And Whereas the Parties to the First, Second Part intend to reduce the terms and conditions, as
agreed, of the said formation in Writing and

It is hereby agreed by and between the Parties hereto as follows:

1. LLP Name

1.1. A Limited Liability Partnership shall be carried on in the name and style of XYZ LLP
and hereinafter called as THE LLP.

1.2. The Name of the LLP can be changed from time to time, in accordance with the
provisions of this agreement.

2. Incorporation of LLP

2.1. Partners to the LLP should comply with all such formalities and requirements as are
required by the Act to incorporate a LLP including payment of prescribed fees.

2.2. The Certificate of Incorporation as delivered upon Registration of LLP shall be kept at
the registered office of the LLP.

2.3. This LLP Agreement along with the LLP’s Certificate of Incorporation issued by the
Registrar shall be placed before the First General Meeting of the Partners and it shall be
the duty of all the Designated Partners of the LLP to comply with the same.

3. Constitution and Duration of LLP

3.1. The parties to this agreement will continue to be partners in the LLP from the date of
incorporation and on terms and conditions as mentioned in the agreement.

3.2. Any alteration to or amendment / change in this Agreement including any change of
name / business / otherwise shall be valid, only and only if the same has been reduced to
writing as a Supplemental Agreement to this Agreement, which should be duly signed
by every existing partner of the LLP by himself or his Legal Representative, as on the
relevant date of alteration, amendment or change.

3.3. The duration of LLP shall be “AT WILL”.

4. Partners and Designated Partners

1
 4.1. LLP should have and maintain, at any duration, a minimum of Two Designated
Partners.

4.2. _________________ & _________________, are the Designated Partners of the LLP.

5. Business of the LLP

1. To carry on the profession of, advocates, attorneys, consultants, advisers, representatives,

liaisioner, agent, serviceman, middleman, arbitrator, conciliator, liquidator, secretary and
solicitor on different subjects.

2. To provide all types of legal services including but not limited to drafting agreements,
contracts, memorandum of understanding, rental agreements or any other contractual
documentation, legal statutory documentation and to act as advisers and consultants on all
legal matters to any business entities either Private Limited, Public Limited, Government
companies, proprietary concerns, partnership firms or any other legal entities in India or
abroad.

3. To provide arbitration services for rendering disputes between two or more parties
including individuals, companies, proprietors, associates, unions or any other form of legal
entities and any activity ancillary and incidental thereto including providing of legal
consultancy services & related commercial activities.

6. Registered Office and Place of Business

6.1. The Registered Office of the LLP is situated at _________________.

6.2. The change in the Registered Office shall be intimated to the Registrar of Companies, in
accordance with the provisions of the Act.

7. Total and Partners Contribution

7.1. The Initial Contribution of LLP shall be Rs. 1,00,000/- (Rupees One Lakh Only (In
words) which shall be contributed by the partners in the following manner: -

S.No. Name of the Partners Amount (In INR)

1. 50,000/-
2. 50,000/-
Total 1,00,000/-

7.2. Further contribution, if any, required by the LLP shall be brought by the partners in
proportion to the initial contribution. Existing loans advanced or deemed to be advanced
by the Partners to the LLP, shall not be convertible into such capital contribution.

7.3. Separate Initial Contribution Account shall be maintained, and no part of the Initial
Contribution shall be withdrawn during the existence of the LLP, unless partner ceases
to be partner.

8. Sharing of Profits and Losses

8.1. Profit and / or Loss of LLP (as computed under the Income tax Act, 1961) shall be
distributed in the following ratio: -

S.No. Name of the Partners % of Profit or Loss

2
 1 50 %
2 50 %
Total 100 %

8.2. Profit and / or Loss for each financial year shall be credited and / or charged to their
separate Income Account. The Initial Contribution Account of the Partner shall not be
disturbed.

9. Books of Accounts and Accounting Period

9.1. Proper books of accounts including supporting documents, records, papers, etc. as
required by the relevant act, rules, regulations, etc, which truly reflects the state of
affairs of the LLP, shall be maintained for such period as may be prescribed. It shall
also comply with the requirements of Section 34(1) of LLP Act, 2008 and Rule 24 of
the LLP Rules & Forms, 2008.

9.2. Books of Accounts including supporting documents, records and papers are to be kept
at the Registered Office of the LLP or such other place as may be decided by the
partners.

9.3. Books of Accounts including documents, records and papers shall be open for
inspection to any partner during the business hours on any working day.

9.4. Accounting Period of the LLP shall be from 1 st April till next following 31st March.
However, First Accounting Period shall be from the date mentioned on the Certificate
of Incorporation till next following 31 st March. The Accounting Period may be changed
with the consent of the partners.

10. Opening of Bank Accounts and Operations thereof

10.1. The Designated Partners Jointly may open Current, Overdraft or Cash Credit Account
with any Bank to carry on the business operations.

10.2. The said banking accounts as opened with the banks may operated as on such basis as
decided between the designated partners.

10.3. All funds received in the name of the LLP, whether by Cheque / Demand Draft / Pay
Order / RTGS / NEFT / Cash / any other mode, shall be deposited in the Banking
Accounts of the LLP. All withdrawals from the Banking Accounts of the LLP shall be
made by Cheques signed by the Designated Partners as may be determined between
them.

11. Admission of New Partner

11.1. No person shall be admitted as a partner unless consent of all the existing partners has
been obtained as per the provisions of the Act. However, prior consent of the incoming
partner, to act as a partner of the LLP, shall be obtained in the prescribed form.

11.2. A person who has any business interest in conflict with that of LLP shall not be
admitted as a Partner.

11.3. The New Partner shall bring in contribution based on the value of the LLP on the date
of his / her admission as a partner.

11.4. The Profit / Loss sharing ratio of the new partner shall be in the proportion of his
contribution to the Current Share of LLP.

12. Cessation of Partner

3
 12.1. The partner may cease to be partner of LLP by giving notice in writing not less than 30
days to all the partners of his / her intimation to resign as a partner.

12.2. On cessation of any partner due to death, insolvency, unsound mind, retirement,
expulsion or resignation, the LLP shall not be dissolved and / or wound up and shall
carry on the business of LLP as suitable to the remaining partners.

12.3. On ceasing to be a partner, the ceasing partner, or legal heirs in case of insolvency or
death of the ceasing partner, shall be entitled from LLP his share based on the valuation
of the LLP at the time he ceases to be partner. Valuation shall be carried out by LLP’s
Chartered Accountants.

12.4. No partner can be expelled from the LLP unless any partner is found to be carrying on
business activities of the LLP with a fraudulent purpose or of a conflicting nature to that
of the LLP.

12.5. Any Ceasing / Outgoing Partner of the LLP, shall not for a duration of Three (3) Years
from the date of ceasing / outgoing, carry on or engage or be interested, directly or
indirectly, in any business of a competing nature with that of the LLP in the State in
which the Registered Office of the LLP is situated.

13. Rights of Partners

13.1. All partners shall have the right, title, and interest in all the assets and properties of the
LLP in proportion of their contribution.

13.2. Every partner has a right to access, inspect and obtain copies of the Books of accounts
including documents, records, papers, etc.

13.3. Every partner shall be entitled to carry on business in their own, independent and
separate manner as hereto they might be doing or they may hereafter do as they deem fit
and proper and other partners and LLP shall have no objection thereto provided that the
partner has intimated the said fact to all the partners and LLP, he shall not use the name
of LLP to carry on the said business and said business shall not be such that it would
harm the reputation of the LLP and shall not be in competition to the business of LLP.

13.4. If any partner advances any sum of money to LLP, which is in addition to the
contribution of the capital required to be made by the partner, the same shall be a debt
due to the partner, advancing such sum, from the LLP and the partner shall be entitled to
simple interest @ 12% per annum or at any other rate as may be decided by the partners.
However, if the partner has advanced any sum of money upon fixed terms and
conditions and the partner desires to withdraw the same before expiration of such term,
the partner may withdraw by serving a notice of Fifteen days on the LLP, demanding
such withdrawal.

13.5. All the partners are entitled to get remuneration share apart to sharing in profit or loss as
follows: -

Sno. Name of Partner Share in Remuneration

1 50%
2 50%
Total 100%

13.6. The remuneration, as aforesaid would be based on the book profit of the firm as
computed under the provisions of the Income-Tax Act, 1961. The total amount of
commission payable to all the partners would be as under:

4
 1 If the Eligible Income for Commission is Rs.1,50,000/- or 90% of such
Rs.3,00,000/- or below or if there is Book income whichever is higher
Loss
2 If the Eligible Income for Commission is Rs.2,70,000/- + 60% of amount
over Rs.3,00,000/- in excess of Rs.3,00,000/-

13.7. On death of any partner, legal heirs of the deceased partner shall not be entitled to
become a partner in the LLP and the surviving partners shall purchase the contribution
of the deceased partner.

13.8. On any partner becoming insolvent, his right, title and interest in the LLP shall come to
an end.

14. Duties of Partners

14.1. Every partner of the LLP is an agent for the purpose of the business of LLP and not of
the other partners.

14.2. Each and every partner of the LLP shall be just, honest, sincere and faithful to the other
partner in all business activities and transactions relating and / or connected to LLP.

14.3. Every partner shall disclose true and factual accounts and information related and / or
connected with LLP to the other partners.

14.4. Every partner shall comply with the provisions of the section 25(1) of LLP Act and Rule
22(1) of the LLP Rules & Forms 2008 within 15 days of any changes in its name and / or
address. Such Changes shall be intimated in Form 6 of the LLP Rules & Forms 2008.

14.5. Every partner shall account to the LLP of any profit and / or benefit derived by him / her
without the consent of the LLP from any business activities or transactions related and /
or connected to LLP or by use of any property, name, or business connection of the LLP.

14.6. If any partner, without the consent of the Partners and LLP, carries on any business of
the same nature and / or of a competing nature as that of the LLP, it shall be the duty of
such partner to account for any profit and / or benefit derived for such business and pay
over such profit and / or benefit derived from such business to the LLP.

14.7. Every partner shall indemnify and have unlimited liability towards the LLP and other
existing partners, for any loss caused or debts / liabilities incurred by LLP and other
existing partners not acting with him / her, by his / her fraudulent purpose or acting with
the intent to defraud creditors in the conduct of the business.

14.8. A partner is not personality liable for any obligation of the LLP arising out of contract /
arrangement / agreement of the LLP.

14.9. A partner shall not be personally liable for the wrongful act or omission of any other
partner.

14.10. In case any partner desires to transfer and / or assign, either in whole or part, his / her
right, title, share and interest in the LLP, he / she has to offer the same first to the
existing partners by giving 30 days clear notice in writing to all the partners of his / her
intention to do so. However, if no communication is made by any partner, the concerned
partner can offer the same to any third person after the expiry of the said notice period.
On transfer and / or assignment of the partner’s right, title, share and interest section
42(2) and (3) shall become applicable to the Transferor as well as the Transferee Partner.

14.11. No partner shall without the consent of all the existing partners

14.11.1. Employ any money, goods, property, assets or effects of the LLP or pledge,
mortgage, hypothecate or charge the credit thereof except in the ordinary
course of the business upon the account and / or for the benefit of the LLP.

5
 14.11.2. Lend or Advance any money or give credit on behalf of LLP or enter into any
contract or arrangement with any other persons, company, firm or body
corporate, with whom the other partner(s) have previously, in writing, rejected
or declined to lend, advance, credit or enter into, as the case may be. Any loss
incurred through breach of this clause, shall be made good with the LLP and /
or other partner(s) by the partner liable for such breach.

14.11.3. Enter into bond with or become surety, give guarantee or provide security for
any person or knowingly do or cause to be done anything whereby the property
or any part thereof of the LLP may be seized or endangered.

14.11.4. Engage directly or indirectly through any other person(s) in any business of a
competing nature with that of a LLP.

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

discharge any debt due to the LLP except upon written consent of the partners.

15. Duties of the Designated Partners

15.1. They shall within 30 days from the Date of Incorporation of the LLP file with the
Registrar having jurisdiction over the registered office of the LLP, LLP Agreement in
Form 3 or such other Form as may be in force from time to time. However, if any
changes are made in the LLP Agreement, the same shall be filed in the prescribed form
within 30 days of making such changes.

15.2. They shall within 30 days from the Date of Appointment of every Designated Partner,
file with the registrar the particulars of every individual who has given his consent to
act as a designated partner in such form and manner as may be prescribed from time to
time.

15.3. They shall be responsible for doing of all the acts, matters and things as are required to
be done by Limited Liability Partnership in respect of compliance with the provisions of
LLP Act and any rules made there under including filing of any document, return,
statement and the like report pursuant to the provisions of LLP Act and Rules made
there under and as required by this limited liability partnership agreement.

15.4. They shall also be responsible for the doing of all the acts, matters and things arising
out of this / any supplemental agreement.

15.5. The LLP shall pay such remuneration to the Designated Partner(s) as mentioned in the
LLP agreement.

16. Liability of LLP

16.1. LLP shall be liable for any wrongful act or omission on the part of a partner, if the
partner acting has such had the authority to act and the act was done without any
fraudulent purpose.

16.2. LLP shall not be liable for anything done by a partner in dealing with a person, if the
partner in fact has no such authority to act or do a particular act and the person dealing
with him knows that the partner has no such authority.

16.3. Any right, interest, title, or obligation arising out of any contract / arrangement /
agreement / otherwise in normal course of business of LLP, shall be solely of LLP.

16.4. Any liability / obligation of the LLP shall be met out of the property / assets of the LLP.

17. Duties of LLP

6
 17.1. It shall prepare Statement of Account and Solvency as on last day of the financial year,
within a period of Six months from the end of each financial year and same shall be
signed by the designated partners of the LLP as provided under Section 34(2) of LLP
Act. The Statement of Account and Solvency prepared shall be audited by a Qualified
Chartered Accountant in Practice in accordance with Rules prescribed under Section
34(4) of LLP Act.

17.2. It shall file an Annual Return with the Registrar, having jurisdiction over the Registered
Office, within Sixty Days of the closure of the financial year. The Annual Return shall
be in such form and manner as may be prescribed.

17.3. After the LLP’s Registration, LLP shall reimburse the Promoter-Partners, who have
incurred the costs of promotion and registration, printing of documents, legal and
professional fees, stamp duties and all other costs, directly or indirectly, accrued in the
process of Incorporation of LLP and the statement of which will be placed before the
Meeting referred to in clause (2.3) above.

18. Management and Activities of LLP

18.1. Partners, other than Designated Partners, right to participate in the management of LLP
shall be as provided in this agreement or otherwise it shall be restricted to the following:

a) Changes / Alteration in this / Supplemental Agreement.

b) Increasing / raising further Contribution under Clause 7.1 above.
c) Approval and Adoption of Statement of Account and Solvency including Auditors’
Report, if any, and Annual Return.
d) Transfer or Assignment of right, title, share and interest by any Partner in the LLP.
e) Change of Main Business Activities / Name.
f) Sale / Merger / Amalgamation / Takeover of the LLP with another entity or by the
LLP of the other entity.
g) Expulsion of Partner.
h) Making Application to the Central Government for Investigation of Affairs of the
LLP.

In taking decision regarding the matters stated above, 75% of the majority vote shall be
obtained from the partners present and voting at a meeting duly called, held and
convened. However, in case of clause (g), partner to be expulsed is to be excluded for
considering the majority. Every Partner shall have one vote each irrespective of the
contribution of his / her to the LLP. The decision so taken shall be recorded in the
Minutes Book kept for the purpose within 30 days from the date of the Meeting.

18.2. All business decisions to be taken and / or management activities to be performed

except mentioned in Clause 18.1 or provided by the Act / Rules or by this Agreement
shall be entirely by the Designated Partners.

19. Meetings and Business there at

19.1. Meeting of the Designated Partners shall be known as Executive / Business Meeting
and that of all the Partners shall be known as General Meeting.

19.2. All Executive / Business Meetings shall be called by sending notice in writing to all the
designated partners at their usual residential address or by telephonic conservation or
fax or mail at their Email Ids. All the General Meetings shall be called by sending 7
clear days notice in writing to all the Partners at their usual residential address or by
telephonic conservation or fax or mail at their Email Ids. However, general meeting
may be called at shorter notice, in case of urgency, if majority of the partners agrees to
it before or after the meeting. All such notices shall specify the date, time and place of
the meeting to be held and brief details of the business to be transacted thereat.

19.3. All matters related to LLP shall be decided by a resolution passed by a majority in the
Executive / Business Meeting of the LLP, except matters specified in clause 18.1 and

7
 14.11 of this Agreement. However, in case of exigency, resolution by circulation may
be passed and the same to be effective shall be noted in the immediately following
Executive / Business Meeting.

19.4. Executive / Business Meeting may be held at any place in the World as per the
convenience of the Designated Partners. General Meeting must be held at the Registered
Office of the LLP or any place within the village, town or city of the Registered Office
of the LLP.

19.5. Resolutions passed at either of the Meeting shall be recorded in the Minutes Book
within 30 days from the date of the Meeting. The Minutes of the Executive / Business
Meeting shall be read and signed at the Next Executive / Business Meeting by any
Designated Partner authorized at a Meeting of which Minutes are to be written.
However, Minutes of the General Meeting shall be signed by the Designated Partner
authorized at that Meeting within 30 days of the date of Meeting.

19.6. Minimum of Two Designated Partners or One Third of the Total Number of Designated
Partners shall be the Quorum for the Executive / Business Meeting. Quorum shall be
present during whole of the Meeting and none of matter shall be decided during the
absence of the Quorum. Similarly, Two Partners present in person, shall be the Quorum
of the General Meeting. However, presence of Quorum during the whole of the general
meeting is not required.

19.7. At least Four Executive / Business Meeting shall be held during the Financial Year of
the LLP and at least One Meeting shall be held during a period of three months. At least
One General Meeting shall be held during the Financial Year and not more than 18
months shall elapse between Two such Meetings.

20. Winding Up and Dissolution

20.1. Owning to continuous losses or otherwise, if one half of the entire contribution of the
LLP have been lost or an apprehension arises for further contribution of 40 % or more
of the entire contribution of the LLP in order to carry on the business as a solvent entity,
Unanimous approval of the partners may require the LLP to be dissolved and wound up.

20.2. If during the course of LLP Term any partner wishes to dissolve and / or wound up the
LLP, he shall give a notice to that effect at least 60 days prior to his / her intention to do
so. However, all partners vote in favour of the notice and desire that LLP shall be
dissolved and wound up, the LLP shall be dissolved and wound up from the date as may
be decided by the Partners. If no date has been decided as such, from the date of such
acceptance by majority in partners.

21. Disputes and Conflicts

21.1. All matters, disputes, conflicts, questions, etc, which cannot be decided as per the
clauses of this / supplemental agreement and has not been decided by the consent of all
the partners to the LLP, whether about or in connection with or related to the LLP, the
LLP Agreement, whether this or supplemental, arising between Partners, any Partner
and Legal Representative or Heir of any Partner or between Partners and the LLP at any
time and from time to time, shall be settled by conciliation or arbitration as provided
under the Arbitration and Conciliation Act, 1996, as if parties have consented for
determination of the disputes as aforesaid and the provisions and amendment made
from time to time shall apply accordingly.

21.2. For the purpose of the Arbitration and Conciliation Act, 1996, Arbitrator shall be
appointed by mutual consent of the disputing parties. However, if different arbitrators
are appointed by both the parties, the arbitrators among themselves shall appoint Third
Arbitrator.

8
 21.3. If any question arises whether the dispute relates to formation, management or business
of the LLP, it shall be referred to the arbitrator and decision of the arbitrator shall be
final and binding on the parties.

22. Miscellaneous

22.1. The LLP shall have a Common Seal and it shall be laid and adopted at the First General
Meeting of the LLP. The Common Seal shall be affixed on any document or contract
with the approval of and in the presence of any Two Partners of the LLP, on each
occasion. The Common Seal Shall be kept at the Registered Office of the LLP and in
Safe Custody.

22.2. Any Partner of the LLP may transact business with the LLP, and in that behalf the
Partner shall have the same rights and obligations as that of the Person, who is not a
partner of the LLP.

22.3. Each partner may draw out of the Partnership Funds, as Drawings from credit balance
standing to his Income Account, any sum of money not exceeding Fifty Percent of the
Credit Balance as on the First Day of the relevant Financial Year.

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

Signed and delivered by

_________________
In presence of:

1.
_________________

2.