LIMITED LIABILITY PARTNERSHIP AGREEMENT

THIS AGREEMENT OF Limited Liability Partnership made at _____________________. 

BY AND BETWEEN

[?], aged [?] years, Indian Inhabitant, residing [?], hereinafter referred to as “The Party of the First Part” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include her heirs, executors, administrators and assigns) of the FIRST PART;

AND

[?], aged [?] years, Indian Inhabitant, residing at [?], hereinafter referred to as “The Party of the Second Part” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns) of the SECOND PART;

WHEREAS:

1. The Parties of the First Part, Second Part and Third Part hereto (hereinafter collectively referred to as the “Parties or Partners”) are desirous of carrying on the business as mentioned in Schedule I hereof, in the form of a Limited Liability Partnership in the name of [?], with a view to making profits. 

2. The Parties are desirous of recording the terms and conditions of the Limited Liability Partnership as also for determining the mutual and inter se rights, obligations and duties of the Partners thereto as appearing hereinafter.

1. DEFINITIONS AND INTERPRETATION

1.1. The following definitions and any terms defined internally in this Agreement shall apply for all purposes of this Agreement and all notices and communications made pursuant to this Agreement:

a. “Accounts Date” means the 31st day of March of each English calendar year;

b. “Accounting Period/Year” means a year or other period ending on an Accounts Date being the period for which the accounts of the LLP shall be made up;

c. “Act” / “LLP Act”” means the Limited Liability Partnership Act, 2008 and any amendments thereto or any re-enactments thereof and the rules made thereunder;

d. “Agreement” shall mean this Limited Liability Partnership Agreement including the Schedules hereto together with any modification(s) hereof as may be mutually agreed in writing between the Parties hereto;

e. “Business” or “Partnership Business” shall mean business as defined in Schedule I to this Agreement and such other activities as the Partners may jointly decide from time to time;

f. “Capital” shall mean the aggregate of each partners’ contribution in the LLP; 

g. “Cessation Date” means in respect of any Partner the date of the death, retirement, deemed retirement, insolvency or expulsion of that Partner;

h. “Commencement Date” means the date on which the certificate of incorporation has issued by the Registrar under the LLP Act with respect to the LLP;

i. “Designated Bank” shall mean the initial bank or such other bank as may from time to time be appointed as the bankers of the LLP in accordance with the provision hereof;

j. “Designated Partners” shall mean the individuals designated as such pursuant to the LLP Act. The first Designated Partners of the LLP shall be those named in this Agreement and who will be responsible for management and compliances of the LLP;

k. “New Partner(s)” means those who are admitted to the LLP as Partners with the consent of the Designated Partners.

l. “Founding Partners” mean the persons whose names are stated in Clause 6 of this Agreement.

m. “Legal Representative” includes any person who is the administrator, executor, or legal heir of deceased Partner(s), as the case may be;

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

o. “Month” means an English calendar month;

p. “Partners” means those of the Founding  Partners and/or such other or additional persons as may from time to time be appointed in accordance with the provisions of this Agreement and whose partnership in  the LLP has been determined;

q. “Person” shall mean an individual, firm, partnership, trust, joint venture, company, corporation, body corporate, unincorporated body, association, organization, any government, or state or any agency of a government or state, or any local or municipal authority or other governmental body (whether or not in each case having separate legal personality);

r. “Property” means the properties of the LLP in its own name for the purposes of the Business. 

s. “Registrar” means a Registrar of Companies or any other officer entrusted with the responsibility of registering companies under the Companies Act, 2013 or any amendment or re-enactment thereof. 

t. “Tax” means any income tax, capital gains tax  or contribution payable by any Partner in respect of his status as a member of the LLP or his share of the profits of the LLP or the proceeds from the disposal of any of the assets of the LLP; 

u. “Working Day” means any day in a week other than Sunday or a day declared as a ‘public holiday’ under the provisions of the Negotiable Instruments Act, 1881.

1.2. Except as otherwise expressly stated herein: 

a. reference to any profits or losses of the LLP includes a reference to profits and losses of a capital nature;

b. reference to the death of any Partner shall in the case of any Partner being a body corporate include reference to the winding up, dissolution or striking off the register of that Partner unless the context otherwise requires;

c. reference to the phrase "Applicable Law" shall be deemed to include all rules and regulations promulgated under such Applicable Law;

d. whenever appropriate in the context, terms used in this Agreement in the singular also include the plural and vice versa; and each masculine, feminine or neuter pronoun shall also include all other genders and words denoting persons include firms and corporations and vice versa;

e. unless the context otherwise requires reference to any clause, sub-clause or schedule is to a Clause, Sub-clause or Schedule (as the case may be) of or to this Agreement;

f. any covenant or stipulation entered into by more than one party shall be deemed to be entered into jointly and severally; 

g. the headings in this document are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;

h. any agreement, consent, approval, authorisation, notice, communication or information required under or pursuant to this Agreement from or by any Partner to the other of them shall be valid and effectual only if it is in writing and not otherwise; 

i. any reference to a statute or statutory provision shall include such statute or provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder or pursuant hereto; and

j. expressions used in this Agreement and not defined in Sub-clause 1.1 but defined elsewhere in this Agreement shall, unless otherwise expressly provided, have the meaning assigned to them.

2. NAME AND REGISTERED OFFICE

2.1 The present Limited Liability Partnership shall be known and registered [?] (herein for short “LLP”).

2.2 The LLP may change its name with the written consent of all the Designated Partners by filing a notice of such change in the requisite form along with the payment of the prescribed fees with the Registrar.

2.3 The Registered Office of the LLP shall initially be situated at [?]

2.4 The certificate of incorporation issued by the Registrar of the LLP under the LLP Act shall be kept at the registered office of the LLP and the LLP shall be deemed to have come into existence from the date of the Certificate of Incorporation and shall continue to operate thereafter subject to the provisions of the LLP Act.

2.5 The LLP shall receive all communications and notices addressed to the LLP at its above registered office as also at any other address specifically declared by the LLP for such purpose.

2.6 The LLP shall ensure that all relevant documents such as official correspondences, invoices, publications, etc. shall bear the name, address of its registered office, registration number of LLP and a statement that the LLP is incorporated and registered with limited liability.

2.7 The LLP may change the place of its Registered Office and subject to the prescribed conditions file a notice of such change with the Registrar in the prescribed form and manner, and upon such filing such change shall take effect.

3. CONTRIBUTIONS

3.1 The initial capital of the LLP, at the time of its incorporation shall be Rs.2,000/- (Rupees Two Thousand only) or such other sum as may be mutually decided by the Designated Partners from time to time. The contribution by the Partners will be in the following proportions:

[?] - Rs.1000/-

[?] - Rs.1000/-

4. BUSINESS 

4.1 The business of the LLP shall be the business as listed in Schedule 1 of this Agreement and / or such other business as the Designated Partners may from time to time decide and as may be permissible under the provisions of the Act.

4.2 No change can be made in the Business of the LLP unless a written consent of the Designated Partners has been obtained.

4.3       No loans -business or otherwise can be taken by the LLP from any external party or any charge or rights be created on assets of the LLP without the express consent of all partners.

5. SHARE IN THE LLP

5.1 The profits and losses of the LLP shall be shared amongst the Partners in proportion to their capital contribution or as specified and agreed by all Partners.  The Profit and Loss shall be shared amongst the partners as stated under: 

SR. NO NAMES PERCENTAGE (%)

1 [?] 50%

2 [?] 50%

5.2 It is hereby agreed between the Partners that the profit and loss sharing ratio of the Partners in the LLP may be altered subject to approval of the Designated Partners in accordance with the applicable provisions of law.

6. DESIGNATED PARTNERS

6.1 The particulars of the partners who are to be the “Designated Partners” of the LLP on its incorporation are as under:-

Name [?] - DPIN: [?]

Name [?] - DPIN: [?]

6.2 The above Designated Partners have already given their prior written consent and they once again hereby give their express written consent as endorsed above to be and to act as the “Designated Partners” of the LLP.

6.3 The Designated Partner in consultation with other Partners of the LLP may appoint a Designated Partner within thirty (30) days of a vacancy arising for any reason.

7. New Partners 

7.1 All the Partners other than those appointed as Designated Partners of the LLP shall be new partners. The New Partners   of the LLP shall have the right to change the Designated Partners or to appoint external service providers to take care of compliances and other administrative work including but not limited to sale of assets  of the LLP, by a majority vote. Any additional costs towards the same shall have to be contributed by the profit sharing partners in their profit sharing ratio and contributed to the LLP’s account in advance.. , It is hereby agreed between the Partners that the profit and loss sharing ratio of the New Partners will be in accordance with this LLP Agreement or any subsequent modification thereto. It is also agreed that every partner will have only one vote regardless of his contribution or profit share in the LLP. The designated partner shall have the casting vote when votes are equal on each side.

8. CONDUCT OF DESIGNATED PARTNERS 

8.1 The Designated Partners of the LLP shall at all times:

a. protect the assets of the LLP;

b. devote  their attention to the Partnership Business diligently and faithfully;

c.          be responsible for doing all acts, matters and things as are required to be done by the LLP in respect of meeting its objectives. 

d. upon every reasonable request, inform the other Partners of all letters, writings and other things which shall come to their hands or knowledge concerning the business of the LLP

e. be responsible for doing all acts, matters and things as are required to be done by the LLP in respect of compliance of the provisions of the Act, including filing of all documents, returns, statements etc. pursuant to the Act;

f. be liable for all penalties imposed on the LLP for contravention of any of the provisions of the Act;

g. keep the Partners informed of all material developments regarding the LLP’s financial and business affairs and all significant events which will or may affect the Business of the LLP.

8.2 The Designated Partners shall act diligently and prudently whilst dealing on behalf of the LLP (including whilst making loans or giving any credit facility) with any person or company or limited liability partnership or other entity. 

8.3 The minimum number of Designated Partners appointed for the LLP shall at all times be 2 and the maximum will be such number as the Partners may decide from time to time. 

8.4 A Designated Partner may resign from his office as Designated Partner only after providing 30 days prior written notice to the LLP at its Registered Office ; provided that if in consequence thereof, there would remain only one Designated Partner in the LLP, the resignation shall not be effective until after the appointment of a new Designated Partner.   

8.5 All the Partners agree that the Designated Partners will be responsible and authorised to take all the decisions for the LLP.

8.6 The Designated Partners appointed by the LLP shall be responsible for the management of Business in its entirety and compliance management under the LLP Act. 

8.7 The Designated Partners shall hold meetings in accordance with the provisions of the LLP Act. Any Designated Partner may call for a meeting by giving a prior notice to other Designated Partner(s) at least 7 days before such meeting. Any meeting of the Designated Partners may be called at a shorter notice as may be agreed by the Designated Partners.

8.8 The minutes of the meetings of the Designated Partners shall be prepared in accordance with the relevant provisions of the Act and the rules made thereunder. The minutes of the meeting must be initialled by all the Designated Partners present at such meeting. It is hereby clarified that meetings of the Designated Partners may be conducted through tele conferencing or video conferencing also.  

8.9 Notwithstanding anything contained in this Agreement, the Designated Partners will have the right to delegate their powers and / or appoint competent and qualified persons to act as the chief executive officer, chief operating officer, chief financial officer, chartered accounts, company secretary, other professionals and representatives or any other officer of the LLP (“Officers”). Such Officers appointed under this sub-clause will be responsible for conducting and supervising the day to day affairs of the LLP. Such Officers will be employees of the LLP and shall be primarily responsible for implementing the decisions of the Designated Partners with respect to the management of the Business. 

8.10 The minimum number of Partners of the LLP shall at all times be 2 and the maximum will be such number as decided by the Parties from time to time. 

8.11      The matters which require consent of all Partners would be taken up in the meeting of the Partners of the LLP, whereby the Partners would cast their vote either physically or through registered emails or through other generally accepted electronic or permitted audio visual means In case of non-physical voting, the voting will be kept open for a maximum of seven calendar days.

9. REMUNERATION TO PARTNERS

9.1 The Partners hereby agree that the Designated Partners shall be entitled to service fees of upto Rs. 5000/- p.a only for taking part and managing the conduct of the business of the LLP.

10. ADMISSION OF NEW PARTNER 

10.1 No person can be introduced as a Partner of the LLP without such incoming partner gives his prior consent to act as partner of the LLP.

10.2 Unless otherwise agreed, the Designated Partner shall have the right to take part in the management of the LLP. 

10.3 Every person so agreed to be made a Partner must enter into and execute the Deed of Accession in the agreed form and shall be deemed a Partner in the LLP with effect from the date of execution of the Deed of Accession by such incoming Partner.

11. BOOK OF ACCOUNTS

11.1 All necessary books of accounts and other papers relating to the affairs of the LLP shall be kept at the registered office of the LLP or at the office of any external service provider appointed and notified to the partners for the purpose or places as mutually agreed upon by all the Partners. Each Partner shall have access and be entitled for taking a copy or an extract of any books of account or related papers of the LLP. It is hereby agreed between the Parties that all the Partners shall have the right to inspect the book of accounts, call for statement of accounts and seek copies of any agreement / arrangement entered into with third parties or any service providers. 

12. LOCK IN PERIOD

12.1 The Partners hereby agree that there is a lock in period of 18 months, from the date of admission as a partner within which the Partner cannot resign or transfer his interests in the LLP.

12.2 However, in the event, the purpose of the LLP is met, the LLP, the Designated Partners at their discretion would wind up the LLP even before the lock-in period is over.

13. AUDIT

13.1 The Statement of Accounts and Solvency of LLP made each year shall be audited, if applicable, by a qualified Chartered Accountant in practice in accordance with the rules framed under the LLP Act. It shall be the responsibility of the Designated Partners of the LLP to comply with the relevant rules governing the LLP.

14. EXPENSES 

14.1 The pre-determined expenses of the LLP shall be as mentioned in Schedule 2 . 

14.2 In the event, any Pre Determined Expenses are paid by the Designated Partners or have become payable by the LLP, then the same can be recovered from the other partners when they join, in proportion to their contribution towards the capital.

14.3 For any additional expense that may arise, the designated partners are authorized to make the payment and they must inform all other partners. 

14.4 If designated partners contribute/ lend additionally and personally to make such payments then such amounts may be recovered from the earnings of the LLP without interest.

15. RIGHTS, DUTIES AND RELATIONSHIP OF PARTNERS

15.1 The rights and duties of the Partners shall be governed by the present Agreement or any other subsequent agreement entered into between the LLP and its Partners modifying the same.

15.2 In the absence of any agreement between the Partners as to any matter, the mutual rights, duties, and obligations of the Partners, shall be determined by the provisions as set out in the Act.

15.3 Each Partner shall render true accounts and full information of all deeds, matters, things and acts affecting the LLP or any Partner, whenever required. 

15.4 None of the Partners shall- —

a. engage, make any contract with or dismiss any employee of the LLP, without consent of the Designated Partner;

b. forgo the whole or any part of any debt or sum due to the LLP;

c. except in the ordinary course of Business or unless with the consent of all partners , dispose of by way of loan, pledge, sale or otherwise any part of the Property of the  LLP.become bailor, guarantor or surety for any person or do or knowingly suffer anything whereby the LLP Property may be endangered; or

d. draw, accept or endorse any bill of exchange or promissory note on  account of  the LLP.

15.5 Each Partner shall:

a. punctually pay and discharge his separate individual debts and engagements and indemnify the other Partners and the Property against the same including of all  cost, claims or demands in respect  thereof;

b. be just and faithful to the LLP and to other Partners in all transactions relating to the Business and at all times give to the other Partners a true account of all such dealings.

16. INCOME TAX LIABILITY

16.1 The liability for payment of income tax on the income / profit earned by the LLP shall be governed by the provisions of the Income Tax Act, 1961 and any subsequent amendments thereto or re-enactment thereof.

17. DEATH OF A PARTNER:

17.1 If any Partner shall die, a statement of account of the LLP shall be drawn up to the date of such demise and duly audited by the auditors of the LLP. The Legal Representatives of the deceased shall be paid that Partner’s share of the Capital and all unpaid interest and profits due to that Partner standing to the Partners credit in the audited books of the LLP as on date. The payment shall be made by the LLP only at the time of winding up of the LLP. The Legal Representative of the deceased partner shall make an application to the LLP during the time of winding up to claim the share of the deceased partner. The LLP shall be entitled to satisfy itself of the entitlement of the Legal Representative to make the application.

18. EXPULSION OF A PARTNER FROM THE LLP

18.1 In the event any Partner-

a. is declared to be of unsound mind by a competent court;

b. has applied to be adjudged as an insolvent or has filed a petition for voluntary winding up;

c. has a petition for insolvency/bankruptcy or winding up filed against him/it;

Such a Partner shall be expelled with immediate effect.

18.2 In the event of expulsion of a Partner, the dues owed to the expelled Partner, with regards to the amount equal to the capital contribution actually made by him/it to the LLP and his/its right to share in the accumulated profits (after deducting accumulated losses of the LLP) of the LLP shall be paid at the time of winding up of the LLP. 

19. WINDING-UP AND DISSOLUTION

19.1 The LLP can be wound-up and dissolved with the written and specific consent of the Designated Partners subject to the provisions of the said Act and Rules framed thereunder. It is further agreed between the Partners that they would tender their resignation upon the winding up or dissolution of the LLP. 

20. REPRESENTATIONS AND WARRANTIES 

20.1 Each Partner hereby represents and warrants to the others that the following statements are true and correct as on the date of this LLP Agreement:

a. The execution, delivery and performance of this LLP Agreement will not violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, or an event creating rights of acceleration, modification, termination or cancellation or a loss of rights under any agreement entered into by any Partner with third parties; 

b. All consents, waiver, approvals, authorizations etc. required from any regulatory or governmental body or effecting the transactions contemplated hereunder has been obtained by the Partners;

c. All the Partners have complied with the laws for the time being in force in India, and are not in violation in respect of any law, and have not received any notices of violation of any law with respect to the conduct of the Business or the ownership or operation of the Property. 

d. As of the date hereof, no action, suit, litigation, proceeding, claim, arbitration or investigation before any agency, court or tribunal (foreign or domestic), is threatened or ongoing against the Partners

e. As of the date hereof, no winding up or insolvency proceedings are pending against the Partners in any court in India;

f. There is no judgment, decree or order against any of the Partners that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this LLP Agreement;

g. No laws have been enacted that would reasonably be expected to adversely affect the Business, either before or after the date hereof.

21. INDEMNITY AND EXPENSES 

21.1 The LLP shall indemnify each and every Partner including Designated Partners in respect of payments made and personal liabilities incurred by such a Partner in the ordinary and proper conduct of the business of the LLP and / or in or about anything necessarily done for the preservation of the business or Property of the LLP. 

21.2 The LLP shall indemnify each Partner from and against any claims, costs and demands arising out of payments made by him or liabilities incurred by him in the performance by him of his duties as a Partner in the normal course of operation of the Business or in respect of anything necessarily done by him for the preservation of the Business or the Property of the LLP except for the wrongful act or omission, gross negligence or wilful misconduct of the Partner(s) seeking indemnification.  

22. BANKING ARRANGEMENTS 

22.1 All moneys, bills, notes, cheques and other instruments received by the LLP shall as and when received, be paid and deposited into the Designated Bank’s account. Likewise, all payments / business expenses towards the LLP, including taxes, shall be made through the Designated Bank’s account only. 

22.2 Banking arrangements for the LLP shall be as mutually decided by the Partners at any time and from time to time and shall be notified to all Partners, ensuring that all moneys received subject to requirements of current expenses, by way of cheques, draft or other pay orders shall be promptly paid into the LLPs Designated Bank account. 

22.3 It is expressly agreed that the bank account of the LLP shall be operated as may be mutually agreed between the Designated Partners including the opening of escrow accounts, appointment of Escrow Agent or Administrator or Security Trustee as maybe necessary to secure the account. . It is further agreed that any appointment of such Escrow Agents or Administrator  or Security Trustee shall be informed to all Partners or the agreements with such persons shall be made available to all Partners.

23. DEADLOCK 

23.1 If any resolution relating to any of matters presented at a validly convened meeting between the Designated Partners remains to be passed after it having been presented twice, then a Deadlock will be deemed to have been arisen.

23.2 If a Deadlock has arisen, then the Designated Partners shall undertake to use their best efforts to resolve their disputes and differences relating to the functioning of the LLP by mutual agreement within a period of 30 days from the arising of such Deadlock.

23.3 If the Designated Partners are unable to resolve their disputes and differences by mutual agreement as above then such differences and disputes shall be referred to a mutually appointed  mediator within 45 days from Deadlock. The time period for culmination of mediation under this Clause is 90 days from the date of reference to the Mediator. The Designated Partners agree and acknowledge that the decision of the Mediator on any disputes and difference under this Clause shall be binding on the Partners.

24. ALTERNATE DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW

24.1 Any dispute arising out of or in connection with this Agreement including the question of breach of the Agreement by the Partner, or any dispute connected to the Business of the Partners shall be first amicably resolved by discussions amongst all the Partners. 

24.2 Failing such amicable resolution within 60 days from the date on which such discussions commence, the dispute shall be referred to mediation to a mediator. The Mediator shall use his/her best efforts to resolve the dispute within 180 days from the commencement of the mediation proceedings.

24.3 All disputes and questions about and in connection with the matters covered under this Agreement arising between the Partners which are not resolved by mediation, or between any one of them and the Legal Representatives of the Partners or with the LLP at any time and from time to time, shall be referred to arbitration and the provisions of Arbitration and Conciliation Act, 1996 shall apply.

24.4 The venue of the arbitration proceedings shall be at Mumbai. The language of the arbitration shall be English. This Agreement shall be governed by and construed in accordance with the laws of India. Any legal proceedings in respect of any matters, claims or disputes under this Agreement shall be under the jurisdiction of the courts in Mumbai.

25. ALTERATION OR AMENDMENT

25.1 No alteration to or amendment or change in this Agreement including any change of Business of the LLP shall be valid unless the such amendments are reduced to writing as a Supplement to this Agreement duly accepted by every Partner of the LLP, as on the relevant date of alteration, amendment or change.

26. ENTIRE AGREEMENT, SEVERABILITY OR WAIVER

26.1 The foregoing constitutes the entire Agreement between the Parties hereto on the subject-matter.

26.2 If any part of this Agreement is held by the Court or authority of competent jurisdiction as void or without effect it shall be limited to that extent and be binding on all the Parties hereto at the relevant time as a severable part hereof with nothing to affect the rest of this Agreement.

26.3 A failure of exercise of any right or power or benefits under this Agreement by a Partner or Designated Partner or on their behalf shall not operate as a waiver of the same.

27. NOTICE

27.1 To the LLP: Any notice by the Partners to the LLP may be given by addressing to the LLP and leaving it at the registered office of the LLP or by sending an email to registered email id of the LLP which is myllpmanager@gmail.com or the Designated Partners of LLP.

27.2 To a Partner: Any notice to a Partner shall have been sufficiently given by the LLP by sending the same by registered post to his usual or last known address or to the email id of the partner registered with the LLP.

28. TERM OF VALIDITY OF THIS AGREEMENT

28.1 This Agreement shall remain valid and binding between the Parties hereto until the LLP is wound up according to the provisions of the Act and this Agreement, upon such terms and conditions or with such modifications as may be mutually agreed upon between them.

29. APPLICABLE LAW

29.1 The Present LLP shall be governed by the LLP Act and the Rules made thereunder, including any modifications or amendments thereto (including any re-enactment thereof).

29.2 The provisions of the Indian Partnership Act, 1932 shall not apply to the present LLP, save and except as provided under the Act. 

29.3 The LLP will be governed by the terms of this LLP Agreement and the provisions of the First Schedule of the Act shall not apply to this LLP.

31 COMPROMISE, ARRANGEMENT, RECONSTRUCTION:

The LLP can enter into a compromise, arrangement, or reconstruction with Partners, creditors, or any other person/entity, subject to compliance with the provisions of the act, and rules made thereunder and subject to the consent of Partners of LLP.

32 CONVERSION:

Subject to the consent of Partners of LLP and in compliance with the provisions of Limited Liability Partnership Act, 2008 (as amended or re-enacted from time to time) and such other acts/rules/regulations/provisions as may be applicable from time to time and subject to such other approvals as may be required, this LLP can be converted into any other form of organization such as Company, Non-Profit Organization, Trust, Partnership Firm or such other form of organization as may be decided by the Partners.

IN WITNESS WHEREOF the Parties have put their respective hands the day and year first hereinabove written Signed and delivered by the name:

FOR PRXPT ONE PROJECTS LLP

Name [?]

Designated Partner

DPIN: [?] FOR PRXPT ONE PROJECTS LLP

Name [?]

Designated Partner

DPIN: [?]

Witness to all above:

Name: Bhavesh Chheda

Occupation: Professional

Address: 301, A-Wing, Pushpa Niwas Building, Pushpa Park Road No.1, Malad East, Mumbai: 400097

Signature:

Witness to all above:

Name: Sandeep Jayaram Poovadan 

Occupation: Business

Address: Near Chandivali Studio, Andheri (E) Mumbai: 400072

Signature:

?

Schedule 1

1. To carry on the business as builders, property developers, Engineering Contractors, Civil, mechanical and labour contractors, building and erection engineers, consultants, dealers in, importers, exporters and manufacturers of prefabricated and precast houses, materials, tools, implements, machinery and metalware in connection therewith or incidental thereto and also to alter, demolish, removal or carry out repairs on such favourable terms and deemed fit and to carry on the business of designers, Real Estate owners, layout promoters and also act as real estate brokers, realtors and agents and other service providers and to carry on any other business that is customarily, usually and conveniently carried on therewithin or outside India and to purchase, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same, dispose off or maintain the same and give away for rentals.

2. To carry on the business of contractors, sub-contractors, quasi contractors and to undertake contracts and subcontracts relating to construction, modification, repairing, alteration, construction, removal, redecoration, redesigning, enlarging, improving and designing of civil work, building for whatever use, roads, approach roads, streets, circles, squares, parks, gardens, statues, parking places, bridges, dams, watercourses and reservoirs, tunnels, earthworks, sewers, tanks, drains, sewage, lighthouses, towers, transmission towers, pipelines, underground cables, railway tracks, railway sidings, runways shipyards, stockyards, culverts, channels whether on a turnkey basis or on labour contracts or otherwise.

3. To carry on the business of establishing and/or promoting support services whether information technology-enabled or otherwise including but not limited to placement services, enterprise content and data services, web services, transports, Back office operations, manpower supply, maintenance of information systems and act as consultants for the aforementioned services and businesses.

4. To carry on the business of buying, purchasing or otherwise acquire any immovable or movable property of all kinds and description and right, title and interest therein and to carry on the business of selling, trading, renting, letting or other similar arrangements of immovable and moveable properties including but not limited to equipment of all kinds and description, building equipment, construction equipment and houses, building, market, shops, industrial sheds, plots, flats, vehicles, plants, machineries, ships, aircrafts, vessels, apparatuses, computers and any other assets.

5. To carry on business of contractors, Builders, Town planners, Infrastructure developers, Estate developers and Engineers land developers, Land Scapers, estate agents, immovable property dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows, kothis or civil work of every type on the land of the LLP or any other land or immovable property whether belonging to the LLP or not and to pull down, rebuild, enlarge alter and other conveniences and to deal with and improve, property of the LLP or any other Immovable property in India or abroad.

6. To erect, construct, build, water proofing, sewage, demolish, fabricate, execute, carry out, improve, work, develop and enlarge, rebuild, repair, maintenance, administer, manage or control in India or abroad- on any land or immovable property of the LLP or upon any other land or immovable property in any capacity and conveniences of all ,kinds, including turnkey jobs, railway, tramway, speedway, runways. roads aerodromes, sewage, theatres, cinema halls, piers, wharvers, Dams, barrages, reservoirs, embankments, canals , irrigations, power houses, transmission lines, reclamation, improvement sewage, drainage, sanitary works, for building hotels, houses, markets, private public and all kind of Conveniences and to carry out business of builders and civil engineers, estimators and designers thereof.

7. To promote, buy, acquire, sell, lease exchange, hire, give on relit, to let, mortgage or otherwise dispose of the lands, industrial Complexes, houses buildings, farm houses, agricultural lands, and other immovable property of the LLP or other immovable property including any share or shares, interest or interests therein and to transact on commission or otherwise business of real estates agents and to apply for purchase through tender or otherwise acquire civil contracts for or in relation to water proofing, sewage, construction, execution, equipment, improvement, management, administrations or control of mechanical and civil works and conveniences and to undertake, execute, dispose or otherwise turn to account the same.

8. To carry on the business of consultants, civil engineers, civil testers, builders and developers of land contractors, colonisers, civil contractors and undertake any residential, commercial or Industrial, construction either independently or jointly in partnership, joint venture or on agency or sub contracts basis with or on behalf of any individual firm, body corporate, association or society, Central or State Government, Cantonment board or any local authority to work as colonizer, developer of land and farm houses and buildings for residential purposes. 

Schedule 2

The expenses of the LLP pertaining to services rendered by external service providers towards incorporation, administration and regulatory and statutory compliance, procurement and sale of real estate assets of the LLP. The services and charges would be would be in accordance with the General Services Agreement signed with the Service provider and subject to the following caps.

Services rendered by external service provider Service Fee or Brokerage charged

For procurement and securing the real estate property of the LLP 1. Identification and negotiation with real estate developers for purchase of one or more properties in their under construction or to-be constructed projects

Upto 5% of the agreement value of asset held by LLP  + applicable GST

2. Due Diligence on shortlisted projects including procurement and publishing of various relevant reports Restricted to 1% of the agreement value of asset held by LLP + applicable GST

3. To take various steps as may be necessary to secure the purchase including but not limited to opening of Escrow Account and the appointment of a SEBI registered Debenture trustee for its administration among others At actuals

Administration of LLP 1. Incorporation related services 0.6 % of the agreement value + applicable GST 

2. Regulatory and statutory compliances

3. CS , CA and Legal services

4. Miscellaneous

For resale of real estate property of the LLP

1. Marketing Upto 5% of the resale agreement value + applicable GST

2. Engagement of brokers, if required

3. All Legal documentation

*Agreement Value = Cost of the real estate property registered in the name of the LLP excluding stamp duty, registration and GST.

Additionally, all payments or reimbursements towards statutory dues including stamp duty towards incorporation of LLP, stamp duty towards procurement of real estate property of the LLP, registration charges, GST, legal charges, any taxes including capital gains tax and any other Government charges  would be made at actuals.

This DEED OF ACCESSION (“Deed”) is made on the _________(“Accession Date”) by:

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________ hereinafter referred to as “The Party of the First Part” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include her heirs, executors, administrators and assigns) of the FIRST PART;

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “The Party of the Second Part” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns) of the SECOND PART;

AND

_________________________________a Limited Liability Partnership incorporated under the Limited Liability Partnership Act ,2008 having its registered office at _____________________________________________________________________  

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_____________________________________________________________________, hereinafter referred to as ‘‘LLP’’ (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns)

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________,

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hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression 

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shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

                      AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and 

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include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, 

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and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

_________________, aged ¬¬¬¬¬¬¬¬¬______________years, Resident Indian, residing at, ______________________________________________________________________________________________________, hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators, and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

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______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

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______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND 

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, ____ Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

AND

______________, aged ¬¬¬¬¬¬¬¬¬¬¬________ years, Resident Indian residing at_______________________________________________________________________________________________________________________________________  , hereinafter referred to as “New Partner” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his heirs, executors, administrators and assigns).

WHEREAS:

(a) As on the date hereof, there exists a limited liability partnership in the name and style of _____________________________ (“LLP”).

(b) ________________and _____________________. are the Partners of the LLP (“Existing Partners”). 

(c) The Existing Partners have entered into a Limited Liability Partnership Agreement dated [ _______________] (hereinafter referred to as the “LLP Agreement”). The LLP Agreement forms a part of this Deed and is attached hereto as Exhibit ‘A’.

(d) Pursuant to clause ___________ of the LLP Agreement this Deed would be executed between the Parties for the admission of the New Partners. 

(e) The New Partners are desirous of joining the LLP as Partners and on them approaching the Existing Partners, the Existing Partners have agreed to their induction as Partners in the LLP.

(f) The Existing Partners and the New Partners are collectively referred to as “Parties”

NOW, THEREFORE, the New Partners executes this Deed which WITNESSETH as under:

(1) Interpretation - In this Deed, except as the context may otherwise require, all words and expressions defined in the LLP Agreement shall have the same meanings when used herein.

(2) Date of becoming Partner - The New Partners shall become Partners in the LLP with effect from the date hereof, and subject to the provisions of this Deed, shall be deemed to have subscribed to and accepted all the terms and conditions of the LLP Agreement. 

(3) Contribution of the New Partners – The captial contribution of the New Partners shall be. 

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(4) Share of the New Partners- The profits and losses of the LLP shall be shared by the New Partners in proportion to their capital contribution in the LLP and will be as below. 

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(5) Further, the new partners agree to extend as loan to the LLP sums as mentioned below

Name of Partner Amount of Loan Given       (in Figures) Amount of Loan Given (in Words)

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(6) Terms of loan to LLP by Partners

a. Loan given to LLP by the partner will bear an annual interest of 8% and will be calculated from the date of execution of this deed of accession.

b. Tenure of the loan will be _____ months from the date of execution of this deed of accession.

c. Payment of interest will be at the time of settlement of the loan by the LLP along with the principal amount of loan.

d. The LLP, at the sole discretion of the designated partners or persons authorized by them as administrators or service providers to the LLP, reserves the right to pay interest or part loan thereof, to the partners periodically.

e. Any revision in rate of interest or extension of tenure of loan will be with consent of majority partners only.

(7) Re-fixation of shares of Existing Partners - As a result of Clause 4 above, the shares of each of the Existing Partners shall, with effect from the date hereof, shall stand modified as mentioned below:

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______________________ 0%

(8) New Partners bound by the LLP Agreement – Unless expressly specified herein, all Clauses, terms and conditions of the LLP Agreement shall, with effect from the date of this Deed, be binding on all the New Partners, who hereby undertakes to adhere to and comply with them fully in letter and spirit. 

(9) Inspection Rights- The Inspection Rights of the New Partners will be as per the LLP Agreement.

(10) Rights and Obligation- The rights and obligations of the New Partners will primarily in accordance with the LLP Agreement.

(11) Lock- In- Lock- In of the New Partners shall be governed by Clause ___ of the LLP Agreement.

(12) Governing Law - This Deed shall be governed by and construed in accordance with the laws of India.

(13) Amendments to LLP Agreement

a. Under Clause 1-Definitions and Interpretations, subclause 1.1, point no ‘k’, the Definition of Dormant Partner/Sleeping Partner stands deleted. It shall stand replaced as below                                                                                                                                              ‘New Partner’ defined as ‘Those who are admitted to the LLP as Partners with the consent of the Designated Partners.’

b. Under Clause 1-Definitions and Interpretations, subclause 1.1, point no ‘p’, the Definition of “Partners” shall stand revised to read as below                                                        Partners” means those of the Founding  Partners and/or such other or additional persons as may from time to time be appointed in accordance with the provisions of this Agreement and whose partnership in  the LLP has been determined.

c. In Clause 4 – Business,  addition of subclause 4.3 to read as below                                          No loans -business or otherwise can be taken by the LLP from any external party or any charge or rights be created on assets of the LLP without the express consent of all partners.

d. Clause 7 to read as below                                                                                                                             New Partners                                                                                                          All the Partners other than those appointed as Designated Partners of the LLP shall be new partners. The New Partners   of the LLP shall have the right to change the Designated Partners or to appoint external service providers to take care of compliances and other administrative work including but not limited to sale of assets  of the LLP, by a majority vote. Any additional costs towards the same shall have to be contributed by the profit sharing partners in their profit sharing ratio and contributed to the LLP’s account in advance.  It is hereby agreed between the Partners that the profit and loss sharing ratio of the New Partners will be in proportion to their capital contribution. It is also agreed that every partner will have only one vote regardless of his contribution or profit share in the LLP. The designated partner shall have the casting vote when votes are equal on each side.

e. In Clause 8 - Conduct of Designated Partners, under subclause 8.1 addition of  point ‘g’ to read as below                                                                                                      The Designated Partners shall at all times be responsible for doing all acts, matters and things as are required to be done by the LLP in respect of meeting its objectives

f. In Clause 8 - Conduct of Designated Partners, subclause 8.11 shall stand revised to read as  below                                                                                                                            The matters which require consent of all Partners would be taken up in the meeting of the Partners of the LLP, whereby the Partners would cast their vote either physically or through registered emails or through other generally accepted electronic or permitted audio visual means In case of non-physical voting, the voting will be kept open for a maximum of seven calendar days.

g. In Clause 14 – Expenses, subclause 14.2 shall stand revised to read as below                      In the event, any Pre Determined Expenses are paid by the Designated Partners or have become payable by the LLP, then the same can be recovered from the other partners, in proportion to their contribution towards the capital.

h. In Clause 15- Rights, Duties And Relationship Of Partners, under subclause 15.4 point ‘c’ to read as below                                                                                              None of the Partners shall except in the ordinary course of Business or unless with the consent of all partners , dispose of by way of loan, pledge, sale or otherwise any part of the Property of the  LLP.

i. In Clause 22- Banking Operations, subclause 22.3 stands revised and shall read as below                                                                                                                                     It is expressly agreed that the bank account of the LLP shall be operated as may be mutually agreed between the Designated Partners including the opening of escrow accounts, appointment of Escrow Agent or Administrator or Security Trustee as maybe necessary to secure the account. . It is further agreed that any appointment of such Escrow Agents or Administrator  or Security Trustee shall be informed to all Partners or the agreements with such persons shall be made available to all Partners.

(14) Amendment to Schedule 2 of LLP Agreement- Revised Schedule 2 is appended as Annexure 1 of this Deed. 

(15) Entire Agreement and Supersession- This Deed contains the entire understanding between the New Partner and the Existing Partners and supersedes any term sheet/ agreement (save and except the LLP Agreement which shall continue to remain in force subject to the amendments carried out in terms of this Deed) / arrangement/ negotiation/ discussion/ correspondence which may have been undertaken by the New Partner with the Existing Partners. Any such prior term sheet/ agreement (save and except the LLP Agreement which shall continue to remain in force subject to the amendments carried out in terms of this Deed)/ arrangement/ negotiation/ discussion/ correspondence between them stand terminated and is unenforceable and void with immediate effect.

IN WITNESS WHEREOF the New Partner has hereunto set and subscribed his hand the day and year first hereinabove written. 

SIGNED AND DELIVERED by

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In the presence of 

Harshala Barge

(First Witness)

Altaf Sayyad Nazir

(Second Witness)

We, the Existing Partners, hereby accept the New Partners as a Partners of the LLP with effect from the date of this Deed on the terms and conditions recorded hereinabove.

Manoj Anadrao Patil

Existing Partner

Sandeep Nayan Kerkar

Existing Partner

In the presence of 

Harshala Barge

(First Witness)

Altaf Sayyad Nazir

(Second Witness)

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Annexure 1

Schedule 2

The expenses of the LLP pertaining to services rendered by external service providers towards incorporation, administration and regulatory and statutory compliance, procurement and sale of real estate assets of the LLP. The services and charges would be would be in accordance with the General Services Agreement signed with the Service provider and subject to the following caps.

Services rendered by external service provider Service Fee or Brokerage charged

For procurement and securing the real estate property of the LLP 1. Identification and negotiation with real estate developers for purchase of one or more properties in their under construction or to-be constructed projects

Upto 5% of the agreement value of asset held by LLP  + applicable GST

2. Due Diligence on shortlisted projects including procurement and publishing of various relevant reports Restricted to 1% of the agreement value of asset held by LLP + applicable GST

3. To take various steps as may be necessary to secure the purchase including but not limited to opening of Escrow Account OR the appointment of a SEBI registered Debenture trustee for  administration of the bank account among others At actuals

Administration of LLP 1. Incorporation related services 0.6 % of the agreement value + applicable GST 

2. Regulatory and statutory compliances

3. CS , CA and Legal services

4. Miscellaneous

For resale of real estate property of the LLP

1. Marketing Upto 5% of the resale agreement value + applicable GST

2. Engagement of brokers, if required

3. All Legal documentation

*Agreement Value = Cost of the real estate property registered in the name of the LLP excluding stamp duty, registration and GST.

Additionally, all payments or reimbursements towards statutory dues including stamp duty towards incorporation of LLP, stamp duty towards procurement of real estate property of the LLP, registration charges, GST, legal charges, any taxes including capital gains tax and any other Government charges  would be made at actuals.

Form – 9

Consent to act as a designated partner/partner of a LLP

[See rule 7 and 10(8)]

To,

_________________LLP 

(LLPIN: ____________)

Shop B1, Prabhat View Chsg, Prabhat Darshan Opp Shirik, 

Dombivali, Kalyan, Thane 421201. 

Sub: – Consent to act as a designated partner/partner.

I, ____________________, hereby give my consent to act as partner of ________________  LLP pursuant to Section 7(3) of the Act and certify that I am not disqualified to become a designate partner/partner under the act.

S. No. Particulars Details

1. Designate partner identification number (DPIN): NA 

2. Name (in full):

3. Father’s Name (in full):

4. Address:

5. E-mail id:

6. Mobile no.:

7. Income-tax PAN :

8. Occupation:

9. Date of birth:

10. Nationality: Indian

11. Name of the Partnership Firm

OR

LLPIN & Name of Limited Liability Partnership

OR

CIN & Name of the Company

OR

Name of any other body corporate

whose nominee the designated partner is NA

12. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any professional Institute. NA

DECLARATION

I declare that I have not been convicted of any offense in connection with the promotion, formation or management of LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any LLP under this Act or any previous company or LLP law in the last five years.

Designation Partner: Ramesh 

Signature:

Place: 

Enclosed: – Proof of Identity – PAN

                     Proof of Address – AADHAR/ Voter ID

GENERAL SERVICES AGREEMENT

This GENERAL SERVICES AGREEMENT (‘Agreement’) is entered into this _______________ day of ___________2024

BY AND BETWEEN

_____________________________________, a limited liability partnership, incorporated under the provisions of Limited Liability Partnership Act, 2008, bearing LLP Identification Number _____________ and having its registered office at ________________________________(hereinafter referred to as the ‘LLP’, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FIRST PART

AND

 ____________________________, a company incorporated under the provisions of the Companies Act, 2013, having its Corporate Identity Number ______________________________________(hereinafter referred to as the ‘Company’, which expression shall, unless repugnant to the context or meaning thereof, includes its successors and permitted assigns) of the SECOND PART.

The LLP and the Company are collectively referred to as ‘Parties’ and individually as ‘Party.’

WHEREAS- 

1. The LLP is in the business of dealing with immovable properties and the Company  facilitates such transactions in the immovable properties. The LLP is of the opinion that the Company has the necessary expertise and abilities to provide services to the LLP, to enable smooth functioning of their business activity. 

2. The Company is agreeable to provide such facilitation and general services to the LLP on such terms and conditions as set out in this Agreement. 

NOW, THEREFORE THIS AGREEMENT WITNESSETH AND THE PARTIES HERETO AGREE AS FOLLOWS: -

1. SERVICES

1.1 The LLP agrees to engage the Company to render various services as set out in Schedule I hereunder (‘Services’).

2. OPERATION OF _________________________

2.1 The Company operates a platform in the name and style of ’quikrpropx.com’ (‘platform’). The said platform merely facilitates prospective partners, i.e. individuals with a shared/ common objective to collaborate and meet with each other in a restricted environment for the purpose of becoming a partner in the LLP. 

2.2 The LLP hereby agres and states that the platform does not constitute any exchange, as no units or securities will be issued by it in lieu of dealing with immovable property on the said platform. The platform will not be considered as any fund raising platform. The LLP acknowledges that the platform has neither underwritten nor guaranteed any profits on the immovable property showcased on the said platform on behalf of the LLP and neither has it assured any returns nor provided any security or undertakings pertaining to any immovable property listed therein. 

2.3 However, the Company undertakes to in best of efforts to enable the LLP to preserve and / or recover its purchase price of the immovable property listed on its platform, by exercising sufficient due diligence. 

3. COMPENSATION AND REIMBURSEMENT OF CHARGES FOR SERVICES 

3.1 Project Related Services- 

3.1.1 Upon the identified property, being registered in the name of the LLP, a brokerage of upto ___% of the agreement value alongwith applicable Goods and Services Tax (‘GST’) will be payable by the LLP to the MahaRERA registered broker engaged for broking services. The said amount would be payable at the time of registering the property in the name of the LLP. It is hereby disclosed that the Company has engaged the services of PSF Management Services Private Limited (PSF) , a related party for rendering broking services,

3.1.2 Broking charges upto ___ % alongwith applicable GST of the agreement value may also become payable by the LLP directly to the MahaRERA registered broker, which may be PSF or any other  on the sale of the property registered in its name. The said amount would be payable on the execution of sale agreement between the LLP and purchaser. 

3.1.3 It is hereby agreed between the Parties that the Company can on behalf of the LLP incur reasonable charges including employing external agencies for conducting due diligence on the identified property /project. The said charges will be recovered as brokerage from the LLP upon the identified property, being registered in the name of the LLP. It is agreed that the maximum expense incurred towards this will not exceed ___% of the agreement value.

3.2 LLP administration and Use of Platform related services

3.2.1 The Company would charge the LLP an additional brokerage of _____% along with GST on the total agreement value of the apartments towards expenses pertaining to the administration of the LLP. Such expenses shall be either payable by the LLP to the Company if the services are provided by the Company itself or at the request of the Company directly to any external service providers who may have been engaged by the Company on behalf of the LLP. 

4. INDEPENDENT CONTRACTOR

4.1 While rendering services under this Agreement, the Company shall be an independent contractor and it shall not be deemed to be an agent, partner or co-venturer of the LLP, due to the terms and provisions of this Agreement. For the avoidance of doubt, neither Party nor any of its employees, partners, officers or agents shall have any right, power or authority to bind the other Party in any manner whatsoever, except at the express instruction of such other Party.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION 

5.1 The LLP, at all times, is the absolute owner of the property for which it has engaged the services of the Company. The Company only presents facts about the developer and the project listed on its platform, as has been received by it on a best effort basis and makes no representation regarding the authenticity or accuracy of such information received.

5.2 The Company will make reasonable efforts to engage reputed service providers but will not be responsible for deficiency in services provided by them and any consequential losses thereof to the LLP.

5.3 The Company has been engaged to sell the property owned by the LLP by engaging real estate brokers and will endeavour to do so on a best effort basis only. The Company makes no representations or guarantees on its ability to dispose off the immovable property and the LLP as the absolute owner of the property reserves the right to sell the said immovable property as it deems fit.

5.4 It is hereby agreed between the Parties that in no event shall the Company, nor any officer, affiliate, director, shareholder, agent, subcontractor (including without limitation technology providers and suppliers) acting in its capacity of providing services to the LLP be liable for any direct, indirect, incidental, special, punitive, or consequential damages, or lost profits, earnings, or business opportunities, or expenses or costs, even if advised of the possibility thereof, resulting directly or indirectly from, or otherwise arising (however arising, including negligence) out of the use of the Platform by the LLP, including, but not limited to, damages resulting from or arising out of LLP's reliance on the Platform, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the  platform; any agreement entered into between the Company and any third party (or the negotiations or discussions conducted in anticipation of any such agreement); the failure, or alleged failure, of any service rendered on the platform; or government restrictions, strikes, war, any natural disaster or force majeure, or any other condition beyond the Company’s reasonable control. 

6. TERM AND TERMINATION 

6.1 The term of this Agreement shall commence from the Effective Date and shall continue in effect until terminated by either Party to this Agreement following thirty (30) days advance written notice to the other Party. 

6.2 It is hereby agreed between the Parties that this Agreement, may at any time be terminated, in the event any of the Party violates the terms of this Agreement. In the event of termination, payments will be made to Company for all the work performed up to the date of termination.

7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement.

8. DISPUTE RESOLUTION

8.1 If any dispute arises out of or in connection with this Agreement, including any question regarding its existence, validity or termination, the aggrieved Party (“Claimant”) may give the other Party (“Respondent”) notice in writing that a dispute has arisen. The Claimant and the Respondent shall endeavor to settle such dispute amicably. However, where the Claimant and the Respondent fail to amicably settle any dispute within 10 (ten) days of such dispute arising, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 and the rules made thereunder (“Arbitration Act”).

8.2 A Claimant seeking to commence arbitration shall first serve a written notice, specifying the matter or matters to be so submitted to arbitration, on the Respondent hereto.

8.3 The Claimant and the Respondent shall appoint one arbitrator each. The arbitrators so appointed shall appoint the final arbitrator who shall act as the Chairman of the arbitration tribunal. In the event that the arbitral panel is not constituted within 60 (sixty) days of raising of any disputes, the dispute shall be resolved by a sole arbitrator appointed in accordance with the Arbitration Act.

8.4 The seat of the arbitration, at all times, shall be at Mumbai.

8.5 The language of the arbitration shall be English.

8.6 All claims and counterclaims shall, to the extent such claims or counterclaims are known at the time any arbitration is commenced, shall be consolidated and determined in the same arbitration proceedings.

8.7 The award rendered by the arbitrator or arbitrators shall be final, conclusive and binding on all Parties to this Agreement.

9. NOTICES 

9.1 Unless otherwise stated, all notices, instructions, demands and other communications given or made under this Agreement shall be in English and in writing and shall be given by email, by personal delivery or by sending the same by pre-paid registered mail addressed to the relevant Party at its address or email set out below.

To the LLP:

Attn.: __________________________

Address: _________________________

Email: __________________________

To the Company:

Attn.: ____________________

Address: _________________________________

Email: ______________________

10. AMENDMENTS AND WAIVERS

Except as provided herein, this Agreement shall not be modified or amended, and no provision hereof shall be waived, except by an instrument in writing signed by each of the Parties hereto, or in the case of a waiver, by the Party hereto against whom such waiver is sought to be enforced; provided that however any waiver, modification or amendment to the terms of this Agreement, must be approved by a majority of the Partners of the LLP. 

11. GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed by and be construed in accordance with the laws of India. The courts at Mumbai shall have an exclusive jurisdiction over any disputes, differences or claims arising out of or in connection with this Agreement. 

12. FURTHER ASSURANCES

Each of the Parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the date first above written.

SIGNED AND DELIVERED by _____________________

Designated Partner of the LLP, affixed his signature.

pursuant to the Partners Resolution dated____________

in the presence of

1. 

2.

SIGNED AND DELIVERED by __________________

________________________

in the presence of

1.

2.

?

SCHEDULE I

The Company shall provide the following services to the LLP-

I. Dealing with Immovable Properties listed on the Platform-

(a) To identify and negotiate on behalf of the LLP, with real estate developers, and seek reasonable discount for purchase of one or more properties in their under construction or to-be constructed projects.

(b) To carry out due diligence on short listed projects, either on its own or through external service providers, vis-à-vis the title check, developer check, credit checks, floor space index statement check, price check, sale velocity check, etc.

(c) To further secure the purchase of the property by the LLP by taking steps necessary to ensure that amounts are utilized by the developer for the construction of the project in which the property is situated.

(d) To sell the property/ies owned by the LLP at the prevalent market rate 

(e) Where any charge creation is proposed on the property or additional security  provided for by the Developer, then to hold and enforce/ invoke such charge on behalf of the LLP when required.

(f) To hold the Power of Attorney on behalf of the LLP for amongst other things to admit and present the Agreements, Deeds of Transfer, Conveyances, Release Deeds, Gift Deeds, Lease Deeds, Leave and License Agreements, Development Agreements, Assignments, Indemnities, Affidavits, Declarations, Letters and such other documents in respect of all the immovable assets of the LLP and to appear before any Sub-Registrar, Registrar, or other authority anywhere in Maharashtra  for the purpose of registering such agreement or other documents and to pay the stamp-duty, registration fees and accept the registered documents from registrar office.  

II. LLP administration related services-

(a) To do or cause to be done through engagement of appropriate professionals, the necessary regulatory compliances and administration of the LLP including winding up on completion of the purpose of the LLP. 

(b) To be a joint signatory in the bank account of the LLP as an administrator and to create common email id to communicate with all the Partners of the LLP. 

(c) To assist in preservation of documents related to property and administration of the LLP.

(d) To open an Escrow account for the LLP, if requested by the Designated Partners.

III. Use of quikrpropx.com

(a) To use Company’s online platform -quikrpropx.com and its network of referral partners to find and onboard like-minded individuals to partner in the LLP and carry on the business of acquiring and disposing properties.

(b) To use Company’s online platform www.quikrpropx.com.com for all documentation pertaining to the onboarding of new partners in the LLP.

(c) To make use of third-party services employed by the Company as maybe required for onboarding of new partners including for KYC, digital signatures, legal vetting and agreements and storage of documents.

(d) To update information related to the project from time to time for the benefit of all partners of the LLP.