DEED OF PARTNERSHIP

THIS DEED of Partnership is made at A.M. on this th day of October, 2015 by and
between:

Alamtaj Parveen (Shymoli), daughter of Md. Mainuddin, of Kazi Alauddin Road, Dhaka.
(Hereinafter to be called the First Party);

Laila Monowara, wife of Md. Obidur Rahman, of Falcon Tower, Flat No. 1104, BAF
Officer’s Quarter, Tejgoan, Dhaka. (Hereinafter to be called the Second Party);

Shahidul Islam, son of Abul Hossain, of 46/1 East Bashabo, Sabujbag, Dhaka. (Hereinafter
to be called the Third Party)

WHEREAS the parties to this deed will carry on the business of Interior and Exterior
Consultancy with its principal place of business in Dhaka on the terms and conditions
incorporated in the Partnership Deed executed on th of October, 2015.
 AND FURTHER WHEREAS the parties to this deed will carry on the above said business
in partnership on the terms and conditions orally and mutually agreed amongst themselves as
aforesaid;

NOW, THEREFORE THIS DEED WITNESSETH as under, incorporating the aforesaid

the terms and conditions of the partnership in this deed:

NAME OF THE PARTNERSHIP

1. That the partnership business shall continue to be carried on under the name of
“Shwapno Nir”.

PLACE OF BUSINESS

2. That the partnership business shall continue to be that of 1st of January, 2015 with its
principal place of business in Dhaka. The parties by mutual consent may carry on
business at such other place or places, in such other name or names and of such other
nature or natures, as they may deem fit and proper from time to time.

CAPITAL OF THE PARTNERSHIP

3. That the initial capital of the Partnership shall be Taka 1,50,000/-, which shall
be subscribed by the partners of the Firm in the ratio set out herein below:-

3.1 The First Party shall contribute Taka 50,000/-

 3.2 The Second Party shall contribute Taka 50,000/-

3.3 The Third Party shall contribute Taka 50,000/-

3.4 Further capital, loans or deposits looking to the needs/requirements of the partnership
firm shall be arranged, invested or contributed by the partners.

PROFIT SHARING:

4. That the profit or loss of the firm shall be shared equally among all the partners and
transferred to partners’ current account.

POWERS/ DUTIES/ RESPONSIBILITIES OF THE PARTNERS:

5. That the powers and duties of the Partners shall include but not be limited to the
following:

5.1 Registration of the partnership deed and obtaining of the Registration Certificate
from the Registrar of Firms.

5.2 Obtaining the statutory approvals/ licenses/ registration of logo of Firm.

5.3 Authorising anybody to do the liasioning with concerned Govt. Departments.

5.4 Opening of the Bank Account in any scheduled licensed bank

5.5 To convert this partnership Firm in LLP or Pvt. Ltd. or Ltd. Company as and when
 the partners opt to do so.

5.6 To appoint Consultant for the respective field like taxation/ legal as the need may
arise.

5.7 Supervising the accounts and managing the day to day tasks of the Firm.

5.8 To sue, file and institute any case on behalf of the Firm and defend any claim,
court case or proceedings filed against the Firm including issuing of Vakalatnama/ Letter
of Authority to the lawyers named herein below, filing any affidavits, written statement,
applications, petitions, suits, complaints etc.

BANKERS/ BANK ACCOUNTS:

6. That account(s) of the Firm shall be opened in the name of the Firm with any scheduled
bank(s) by all of parties on behalf of the Firm and such account shall be operated by any
two partners jointly as declared from time to time to the Banks.

BORROWING:

7. That the firm shall require any additional capital/working capital, shall being from any
financial institutions only with written consent of all the partners.

ACCOUNTS:

8. That the firm shall regularly maintain in the ordinary course of business, true and correct
account of all its in comings and out goings and also of all its assets and liabilities, the
 proper books of account, which shall ordinarily kept at the firms place of business. The
accounting year shall be the financial year from 1st July onwards and the balance sheet
shall be properly audited and the same shall be signed by all the partners. Every partner
shall have access to the books and the right to verify their corrections.

8.1 The books of account shall be closed on 30th of June each year. The net profit or
loss after deducting all expenses, interest, remuneration, and outgoings shall be divided
between the parties in proportion to the sharing ratio referred to hereinabove.

8. 2 That the net profit of the partnership firm after deduction of all expenses including
rent, salaries, other establishment expenses, and interest shall be divided and distributed
amongst the partners in the equal proportion. The losses, if any, including loss of capital
suffered in any year shall also be apportioned in the above said proportion.

MANAGEMENT:

9. The first party of the firm shall be the Managing partner and he will look after all the day
to day transaction of the firm and any legal activities in the name of the firm and the
remaining partners has to co-operate to do so.

ADMISSION OF PARTNER:

10. That if the partners deem proper and in their interest, they may admit any other person or
persons as partners on the terms and conditions as may be mutually agreed amongst
themselves.
RETIREMANT:

11. If any partner shall at anytime during the subsistence of the partnership, be desirous of
retiring from the firm, it shall be competent from his to do so, provided he shall give at
least one calendar month notice of his intention of retiring so. The continuing partner
shall pay to the retiring partner or his legal representatives of the deceased partner, the
purchase money of his share in the assets of the firm.

REGISTRATION:

12. The Firm shall be registered pursuant to the Partnership Act, 1932 and Firm shall
subsequently apply for the requisite licenses/ approvals for conduction of its business to
the appropriate authorities. Any change which may occur in the particulars to be
furnished thereunder shall forthwith be notified to the Registrar of firms in a statement
specifying the date and nature of such change signed by all the Partners and /or by the
Managing Partner.

DISSOLUTION:

13. That it is specifically agreed by and between the Partners herein that the Firm shall not be
dissolved in the event of death/ insolvency of any one of the Partners, but shall continue
with the existing Partners. However, no legal representative or heir of the deceased
partner shall be entitled to become a partner and interfere in the management of the
affairs of the Firm/Partnership.
 13.1 Only those legal representative or heir, who would be duly nominated as per the
Will (subject to verification of authenticity/validity of said document) of the deceased
partner, shall be entitled to inspect the account books and the vouchers in support thereof
for the purpose of ascertaining his/her share therein and the profits accruing/due
thereon. Such duly nominated legal representative or heir shall not, however be liable for
any losses incurred after the demise of the partner unless he is taken as a partner in place
of the deceased partner immediately on such demise. In the event any of the Partner dies
without leaving any Will or nomination, legal heirs of the said Partner would be entitled
to receive the dues of the said Partner as may be payable to him on date of his death only
after producing an appropriate order to that effect from the Court of appropriate
jurisdiction.

13.2 That it is agreed between the Partners that in case of retirement/ resignation of
any partner(s) from the Firm, the Partnership shall not be dissolved but shall continue
with the remaining Partners.

DETERMINATION OF PARTNERSHIP:

14 On the determination of Partnership from whatever cause, the Partnership shall be wound
up and the assets, movable as well as immovable, shall be distributed amongst the
Partners in the profit sharing ratio mentioned hereinbefore or in any other manner as may
be mutually agreed upon between the Partners at the time of dissolution.

SEVERABILITY:
15 This deed constitutes the entire understanding/agreement between the parties taking
precedence over and superseding any prior or contemporaneous oral or written
understanding. Unless otherwise provided herein, this deed can not be modified,
amended, rescinded or waived, in whole or part except by a written instrument signed by
all the parties to this deed. The invalidity or unenforceability of any terms or provisions
of this deed shall not affect the validity or enforceability of the remaining terms and
provisions of this deed, which shall remain in full force and effect.

MATTERS NOT INCORPORATED IN THIS AGREEMENT

16 That with respect to any matter connected with the affairs of the firm, which is not
specifically provided for herein, subject to the the Partnership Act, 1932 the partners may
make such agreements therefore and may set in such manner with regard thereto as may
be agreed upon by and between themselves.

MODIFICATION OF THE TERMS

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

DISPUTE IN CONNECTION WITH THE PARTNERSHIP

18 Whenever there by any difference of opinion or any dispute between the partners the
partners shall refer the same to an arbitration of one person. The decision of the
arbitrator so nominated shall be final and binding on all partners, such arbitration
proceedings shall be governed by Bangladesh Arbitration Act, which is in force.

IN WITNESS WHEREOF the parties to this deed have set their hands on the day and year first
above written and in the presence of:

First Party:

(Alamtaj Parveen (Shymoli))

Second Party:

(Laila Monowara)

Third Party:

(Shahidul Islam)
WITNESSES:

1.

2.

3.