LIMITED LIABILITY PARTNERSHIP AREEMENT

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

This agreement of LIMITED LIABILITY PARTNERSHIP made at Kolkata on this … Day of ………, Two
Thousand Nineteen.

1. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his legal heirs, executors, successors,
administrators, successors, Legal Nominees and permitted assignees) and hereinafter called the
FRIST PARTY,

2. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his legal heirs, executors, successors,
administrators, successors, Legal Nominees and permitted assignees) and hereinafter called the
SECOND PARTY,

3. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his Shareholders, beneficial owners
permitted assignees) and hereinafter called the THIRD PARTY,

4. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his Shareholders, beneficial owners
permitted assignees) and hereinafter called the FOURTH PARTY,

5. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his Shareholders, beneficial owners
permitted assignees) and hereinafter called the FIFTH PARTY,

6. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his Shareholders, beneficial owners
permitted assignees) and hereinafter called the SIXTH PARTY,

7. …………………………………………………………………………………………(which expression shall, unless it be

repugnant to the subject or context thereof, include his Shareholders, beneficial owners
permitted assignees) and hereinafter called the SEVENTH PARTY,

WHEREAS;

a) The Parties’ hereto (collectively referred to as the “Partners”) have agreed and decided to
record in writing the various terms, conditions; and

b) Stipulations agreed amongst the parties for carrying on the business in limited Liability
Partnership (LLP).
INTERPRETATION
In This agreement unless the Context otherwise requires:-

a) “Accounting Year” means the Financial Year as defined in the LLP Act 2008

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

c) “The Rules” and the said rules shall mean the Limited Liability Partnership Rules 2009
and/or any amendment or modification made thereof.

d) “LLP” means the Limited Liability Partnership formed pursuant to this LLP Agreement.

e) “Partner” means any Person who becomes a partner in the LLP in accordance with this
LLP Agreement.

f) “Designated Partner" or “DP" means any partner designated as per LLP Act.

g) "LLP Agreement"means this Agreement or any supplementthereof determining

theMutualrights and duties of the partners and their rights and dutiesin relation to
the LLP.

h) "Consent of the Partners" means, as agreed to by the majority of partners (in

Proportion to capital contribution ratio

i) "Business" includes every trade, profession, service and occupation

j) “She” includes “He” or vice versa.

k) The "Voting Rights" of all the Partners shall be in the ratio of their respective
capital contribution ratio

l) Theterm" New Partner" shall denote any new incoming Partner other than those whohas
become partner of LLP by virtue of its conversion from erstwhile Private
LimitedCompany. However the said term shall not include any person admitted as
Legal Heir/representative/assignees/nominees in the event of unfortunate
death/assignmentany existing partnerof the said LLP.

m) Other Terms have the same meaning as given in the LLP Act.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Name of LLP

a) A 'Limited Liability Partnership shall be carried on in the name and style

of………………………….(Hereinafter Referred to”THE LLP'').

b) Change in the name of the LLP shall require a vote by all the Designated
Partnerssubject to approval from the Registrar.

2. Effective Date of the LLP Agreement

This Agreement shall be effective from the date of incorporation of the LLP on _____
the day of_____________

3. Registered Office

a) The LLP shall have its registered office at_________________________In the

State of West Bengal.

b) The LLP shall normally carry on its business from its registered office. however
it may carry on its business from such other place or places as per the
"Consent of the Partners" ,from time to time.

c) The LLP may, if so required, change its registered office from one place to
another within or outside the state as per the "Consent of the Partners", from
timeto time.

d) Notices; and documents to LLP shall be served at the registered office of the
LLP. Other additional address for serving of notice as per provisions of rule
l6(2) shall be as per the "Consent of the Partners from time to time.

4. Body Corporate

A Limited Liability Partnership is a body corporate under LLP Act, 2008 and is a legal
entityseparate from its partners and will have perpetual succession

5. Number of Partners

The numbers of PARTNERS appointed for the LLP presently are…………..which can
be changed from time to time, as may be decided unanimously by the details of
partners. present partners and Designated partneris as under:
Sl No Name Partners/Designated Partner DIN/CIN

1
2

5
 6

6. Business
a) The LLP is incorporated

i. To carry on the business to provide maintenances services including

building maintenance services, housekeeping guarding engaging
personnel payroll gardening and landscaping services technical and non-
technical administrative and planning services and to provide consultancy
for the same

ii. To purchase sell, exchange or otherwise provide services by acquiring,

altering,improving, decorating finishing and maintainingoffices flat, houses
factories, warehouse,shops, buildings, and also develop, improve,
maintain, replace, reconstruct or alter and to work manage and to control
any property buildings, office shops, warehouses, godowns, roads, ways,
plants, machines, engines, electrical items and other works and
conveniencesand to also provide halls and other suitable rooms,
buildings,gardens, nurseries lawns and places on rent of or public and
private purposes and in particular for public meetings recreation
amusernents exhibitions concerts, lecture dining. Libraries etc.

iii. Such other business as may from time to time be agreed asper the
consent of the Partners".

b) Incidental or ancillary powers

Following powers shall be incidental or ancillary to the attainment of main

businessLLP as indicated herein above. The LLP can exercise these power
as and when required.

i. Obtaining rights, privileges, contracts, licenses, intellectual property

right,authorization, permission from government or any other authority,
company or person to carry out the business of LLP.

ii. Takeover any running firm, concern, LLP or body corporate carrying on
similar business at a price mutually agreed or to amalgamate with any
other LLP or company or body corporate having object similar or
compatible to those of the LLP.

iii. Become partner of another LLP or member of any body corporate.

iv. Enter into comprise with any person.

 v. Enter into arrangement for sharing profits, union of interest, cooperation
or joint venture with any person, LLP or firm or body corporate.

vi. Appoint deal with or act as agents, sub-agentsdealers’ sub- dealers

distributors For selling or purchasing or dealing,with the products or
services related to the Business of LLP

vii. Acquire or dispose of movable or immovable property, enter into

agreement forPurchases, also or disposal of movable or immovable
property.

viii. Open, operate and close bank accounts, give or obtain guarantees, make
Borrowings from banks, financial institutions or any other person with or
without Security, invest surplus funds of LLP in appropriate manner.

ix. Appoint promoteremoveor suspendedemployeesandworkmentake

disciplinaryactions and impose punishmentson workmen and employees.

x. Institute or defend any suit or showcause notice before any adjudicating

authority, appellate authority, Tribunal or courts, to appoint consultant’s
advocates and authorized representatives for representing LLP, to
represent beforelabour courts, industrial tribunals High Court and Supreme
Court inIabour matters.

xi. Grant generalor special power of attorney to any person for purpose of
business of LLP.

7. Date of Commencement

The LLP as constituted under this Deeds shall registration of the LLP, and shall
continueto the LLP Act, 2008until termination of thisagreement terms of the
provisions of this Agreement.

8. Reimbursement of Preliminary Expense

After the LLP’s registration it shall reimburse the Partners the costs of prornotion and
Registration, legal fees, cost of printing and stamp duties and all other direct/indirect
cost and. Accruals according to the account rendered to the LLP by the Partners.

9. Contribution by Partners
a) the Capital Contribution in the LLP and inRs. _______(________________)
and same will be in the following proportions.
Sl No Name of Partner Capital Amount(Rs.)
Contribution Ratio
(In Percentage)
1

4
 5

b) If at any time after incorporation, any further Capital is required for the
purpose of the LLP, the same may be additionally contributed by the then
Partners or by New Partner or by both in the proportion or ratio as may be
agreed to by the then partners unanimously.

10. Division of Annual Profits

a) All the present Partners of the newly constituted LLP or new incoming
Partners in Future shall be entitled to share profit and losses in proportion to
the Capital Contribution ratio of the partners in the said LLP as stated in Para
9 above or such other proportion/ratio as may be agreed to between the
Partners unanimously

b) The Profit /Loss Shall be credited /debited to the partner’s respective current
accounts Partners nay withdraw and add any amount apart from contribution
in theirrespective current accounts.

11. Salary to Partners

The Partners may be paid salary perquisites and allowances and on such terms and
conditions; as may be determined unanimously by the partners from time to time.

12. Interest on Capital

The partners shall be entitled to interest on his/her capital investments subject to the
maximum of 12%p.a.or at such rate as may be prescribed from time to time
undertheProvisions of the income Tax Act, 1961
13. Drawings
The drawings of the Partners per month shall be mutually decided from time to time
and such amount shall be debited to their respective accounts

14. Business transaction with LLP

a) A Partner may lend money to or obtain loan from LLP at a mutually agreed
rate of interest and that such Lending or Borrowing by any Partner shall not
imply or affect the profit sharing ratio and capital contribution ratio of the
concerned Partner at any point of time.
b) A Partner may transact there business with the LLP, and on that behalf the
partner shall have the same rights and obligation with respect to the other
business transaction as a person who is not a Partner
c) The decision regarding compromise or arrangement including managers and
amalgamation of LLP shall be taken only with the Consent of the Partners:

15. Assets and Liabilities

All the Assets and Liabilities of the erstwhile Private limited Company immediately
before theConversionbecome the Assets and Liabilities of the LLP

16. No Common Seal

 The LLP shall not have any Common Seal. All the correspondences letters
arrangements etc in the normal course of the business of the LLP shall be signed by
any partner or employee/any Other person duly authorized by the LLP.

17. Dealing with Banks

The Bankers of the LLP shall be such bank or banks as the Partners shall from time
to time Decide and agree upon. The Bank account shall be operated by either of the
partner severally or jointly or through authorized persons or in any other mode as
may be decided by the Partners from time to time.

18. Borrowings
The LLP may borrow monies from any bank, Financial institution NBFC Finance
Company orAny other person on such terms and conditions as may be agreed to
between the Lenders and the Partners the borrowing maybe secured or unsecured.

Each Partner shall always keep the LLP and all the other Partners clear
acquittedexoneratedand freed from all or any losses expenses and/or damages for
any of their personal and/orSeparate liabilities.

The LLP shall not be liable for any debtor liability contracted or incurred by any of the
Partners in his/her personal capacity and not for the purpose of the benefit of the LLP

19. Admission of New Partner

No Person or Body Corporate may be introduced as a new partner without the
consent of allThe designated partners and such incoming partner’s hall give his/her
prior consent to act as Partner of the said LLP

Consequently the LLP Agreement shall be suitably modified.

In case of Induction of any Partner after conversionin to LLP, such incoming Partner
will notbe entitled to any share of the accumulated Profit appearing in the Balance
Sheet of the LLP as on the date of such induction and shall only entitled to
Profit/Loss accrued from the dateof induction of any Partner.

20. Resignation/Retirement/Cessation of Partner

a) Any Partner may cease to be Partner of the LLP by giving a notice in writing
of not less than thirty(30) days to all the other Partners of, his/her intention
resign/retire as partner. Such resignation will be will be valid only subject to
the other partners in Writing.

b) On the expiry of the notice period or at an earlier date of discretions of

continuing partners the resigning/retiring partner shall cease to be a Partner
in LLP

c) Subject to Clause10 herein above on Retirement/Resignation of an Partners,

such partners shall be entitled to full payment in respect of all his/her rights
title and interest in the said LLP as herein provided The business of the LLP
with all its Asset asand liabilities hall be continued by the continuing partners.

d) Upon Insolvency of Partner his/her right title & interest in the said LLP shall
come to an end or shall vest to his/her Legal heir/heirs who are admitted as
Partners with the unanimous decision of the then continuing Partners subject
to Clause10 and 17Herein above.
21. Death of Partners

a) Upon the death of any of the Partner/Partners’ herein any of his/her Legal
heir/heirs may be admitted as a Partner of the said LLP in place of such
Deceased Partner with the Consent of the Partners and

b) Subject to clause10 and 17 of this agreement the contribution outstanding in

the account of the deceased Partner along with dues share of profit up to the
date of death will stand transferred in the name of the legal
heir/representatives of the deceased Partner whether he/she joins as partner
in LLP or not.

c) On the death of any Partner if his/her Legal Heir/Heirs opt not to become the
Partner the surviving Partners shall have additional share in the Profit/Loss of
the LLP in the proportion/ratio of thee existing share in LLP

d) Subject to Clause 10, upon the death of any of the Partners herein, the heirs,
Executors and administrators of such deceased partners shall be entitled to
and be Paid the full amount in respect of the right title and interest of such
deceased partner In the LLP

22. Rights of the Partners

a) All the partners here to shall have the rights title and interest in all the assets
and Properties in the said LLP in accordance with their Capital contribution
ratio or the Other sharing ratio as stated in Clause'9 ',herein above

b) The Partners shall have a right to have access to and to inspect and take a
copy of the books of accounts and other papers of the LLP.

c) Each of the parties hereto shall be entitled to carry on their own, separate and
independent business as hitherto they might be doing or they may hereafter
do as they deem fit and proper and other partner shall have no objection
thereto provided that the said Partner has given prior intimation to the LLP
and that he/she shall not use the nane of the LLP to carry on the said
business

d) The LLP shall have perpetual succession and that the death retirement or
insolvency of any partners hall not dissolve the LLP.

e) Interest payable to the Partners for Monies Lead to the LLP Will be Paid
/Credited to their Reparative Current account

f) No partner shall be entitled any remuneration for taking part in the the
conduct of the LLP's business except for as stated in clause12 hereinabove.
23. Mutual Rights and Duties of each Partner, LLP and Partners

a) Each Partner shall be just and faithful to the other partners in all transition
relating to the LLP.

b) Every partner shall indemnify the LLP and the other existing partners for any
loss caused to it by his fraud or misfeasance in the conduct of the business of
the LLP

c) Each partner shall render true accounts and full information to any Partner
orHis and herlegal representatives of all things effecting the LLP

d) Every partner shall accountto the LLP for any benefit derived by him without
the Prior consent of the said LLP of any transaction concerning the LLP,or for
any Use by him of the property name or any business connection of the said
LLP.

e) In case any of the partners of the LLP desiresto transfer or assign his/her
interestOr sharesin the LLP he/she can transfer the same with the "Consent
of thePartners in the LLP.

f) Each Partner shall:-

i. Punctually pay and discharge the separate debts and engagementand

indemnify the other partner and the LLP assets against the same and
all proceedings costs, claims and demandin respect thereof.

ii. Be faithfully to the other partners and shall at all times give and
render to the other partner true and correct account and Information of
the LLPs businesses and affair and of all transitions matters and
things relating thereto

iii. Punctually and forth with punctually account for and pay in the LLP all
moneys, cheques and other negotiable instruments whatsoever
received by him/her for and on behalf of the LLP and get credited the
samein the books of accounts of the LLP.

g) Each of the partners shall give time and attention as may be required for the
fulfillment of the objective of the LLP business

h) Every Partner Shall work diligently and faithfully for the purpose of the
business of the LLP and shall be Loyal to the LLP.

i) No partner will divulge business information trade secrets or confidential

information of the LLP to any outsider, except where required by any law in
force

j) Every partner Shall disclose his/her interest in any contract, business deal or
arrangement with the LLP

k) Partners are not liable for the acts of other partners

l) Partners personal assets are not exposed except in the case of fraud
24. Restriction on Partner’s authority
No partner shall without the written “Consent of the Partners” in the LLP
i. Employ any money, goods or effects of the partnership or pledge the credit
thereof expect in the ordinary course of business and for the benefit of the
LLP
ii. Enter into bond any become sureties or security with or for any person or do
knowingly cause or suffer to be done anything whereby the LLP property or
any part be thereof may be seized /attached
iii. Lend money or give credit on behalf of the LLP or to have any dealing with
persons company of firm whom the other partner previously in writing have
forbidden it to be trust or deal with Any loss incurred through breach of
provisions shall be made good with the LLP by the said partner Incurring the
Same
iv. Compromise and compound or (except upon the payment in full) release or
discharge any debt due to the LLP except upon the written "consent of the
Partner's"

v. Assign, mortgage or charge his/her share in the partnership or any asset or

property thereof or make any other person as partner therein

vi. Enter into any Bond or become bailey' or surety any person or Knowledge
cause or suffer to be done anything whereby the LLP property maybe
endangered.

25. Duties& Responsibilities of Designated Partner

a) The LLP may change its Designated Partner subject to "Consent of the
Partners" in the LLP

b) The Designated partners shall be responsible both for business

management and for doing of all acts, matters and things, as are required
to be done by the LLP in respect if compliance of the provisions of this Act
including filing of any document, return, statement and the like report
pursuant to the provisions of Limited Liability Partnership Act, 2008

c) The Designated Partners shall be responsible for doing all acts arising out
of this agreement

d) Designated Partner are not liable for the acts of other Partners

e) Designated partner’s personal assets are not exposed except in the case of
fraud.

26. Implied Authority of Designated partner

 a) The Designated partner(s)half or and on behalf of the LLP. subject to the
provisions of this LLP Agreement, be jointly/severally titled

i. To enter into contract(s) with any person(s)for carrying out the

business of the LLP.
ii. To open and operate Banking Accounts with Scheduled and other
Commercial and Co-operative banks.
iii. To sign, draw, accept, negotiate, pay, satisfy or receiver any
Negotiable/Mercantileinstruments for payment or delivery of money
transfer of goods etc
iv. To sign, verify, attest, execute. etc. any document or paper in the
ordinary course of business
v. To borrow money and raise loans in the ordinary course of business
vi. To pledge, hypothecate, mortgage assets for browning the Money
ordinary course of
Business
vii. To give guarantees loans and make investments in ordinary course of
Business

viii. To secure against the assets of the LLP and the contribution of the
other partners credit facilities by Banks FinanceInstitutions Including
commercial and Co-operative Bank NBFC Finance company orany
other Person such terms& conditions deemed expedient and, to
execute all formalitiesincludingverification self-attestation of papers,
document bonds etc. in connection therewith

ix. To insure the whole or any part of the property of the LLP;
x. To employ and remove employees and Fix tier remuneration
perquisites and term and conditions of employment
xi. To delegate powers either through authority letter or by executing
general or special power of attorney in favor of delegate
xii. To apply for all kind of licenses, permits, quotas, rights and to submit
tenders sign statutory papers and agreements etc. and to represent
he LLP before all statutory authorities
xiii. To appoint and engage any solicitor, counsel, advocate or other
lawyer or lawyers, authorized representatives to institute suit by the
LLP or denied suit or any legal proceeding against the LLP;
xiv. To appointment of Auditor if required

b) For the removal of doubts ,it is hereby clarified that no specific Power of
Attorney shall be required t o be given in favor of the Designated partner(s) so
far acting on behalf for the LLP
27. Meetings
a) The meeting of designated partners may be called by giving7 (seven) days'
notice or a shorter notice if so ratified by all the Designated partners.

b) The matters discussed in the meeting of the degenerated partner shall be

decided by resolution passed by a majority in the number and this purpose,
each partner shall have one vote

c) The meeting of designated partners may be called by giving7 (seven) days'

Prior notice to all the partners at their residential registered address or a
shorter notice if so ratified by all the Partners
 d) The meeting of partners designated partners shall ordinarily be held at the
registered office of the LLP or at any other place as per the convenience of
partners/ designated partners

e) The meeting can be convened by the partner the partners can meet as and
when required and at any place

f) The partners may elect a person at its chairmen and may delegate any
partner to chairmen by pasing a resolution

g) The LLP shall ensure that decision taken by it are recorded in the minutes
with in 30 (Thirty) days of taking such decision and are kept and maintained
at the registered office of the LLP either in writing or electronically.

h) No fees will be given to any partner,/designated partner to attend the meeting

or taking part in conduct of LLP's business but only expenses incidental there
to may reimbursed

i) A member who is unable to attend the Meeting shall be granted Leave of

Absence on his/her request before the meeting

j) Any matter, not dealt in this agreements, hall be decided by the "Consent of
the Partners in their general meeting
28. .Quorum

The Quorum of the Meeting of Designated Partners/partners shall be two partners

29. Liability of LLP

a) The LLP shall indemnify and defend its partners and other officers from and
against any liability of claims, actions and proceedings (regardless of the
outcome) judgment, loss or settlement hereof, whether civil or criminal. A
rising out of ,or resulting from their respective performances as partners and
officers of the LLP), except for the gross negligence or willful misconduct of
the concerned partner or officer.

b) The LLP shall indemnify each partner in respect of payments made and
personal liabilities incurred bv him

i. In the Ordinary and proper conduct of the business of the LLP or

ii. In or about anything necessarily done' for the preservation of the
business or property of the LLP

c) The liability of the LLP is not bound by anything done by the partner in dealing
with a person if ;-
i. The partner in fact has no authority to act for the LLP in doing a
particular act; and
ii. The person knows that he has no authority or does not know or
believe him to be a partner of the LLP.

d) The liabilities of the LLP shall be met out of the property of the LLP
30. Winding up & Dissolution

a) The LLP is and shall always be deemed to be LLP' At Will.

b) The Partnership contemplated by this Agreement shall continue until with the
"Consent of the Partners" and neither retirement. death, insolvency
disbarment notice of intention to do so signed by any partner membership
(whether by admission of new partners Or by expulsion ,withdrawal or other
cessation of former partner),arbitration of dispute and any other matter shall
or wind the LLP as between the remaining partners subject to the provisions
of the LLP

c) Upon this dissolution of the LLP, the properties and assets belonging to the
LLP shall be allowed the partners as may be

31. Duration of LLP

The LLP will have perpetual succession unless it is wound up or struck off.

32. BOOKS of Accounts

All necessary Books of Accounts and other papers relating the affairs of the LLP as
Prescribed under Rule2 4 of LLP Rules& Form2008 pursuant to section34 (l) of the
LLP Act, 2008, shall be kept at the registered office of business of the LLP or at other
Place or places as per the" Consent of the Partners for the reference of all the
partners

33. Accounting Year

The accounting year shall be from 1St April of the year of 31st March Subsequent year
the first accounting year shall be from the date of commencement of the LLP till 31st
March of the Subsequent Year
34. Audit

a) The accounts if required to audited, the Auditor can be appointed by the

consent of the majority of the Designated Partners

b) The LLP remove the auditor from his/her office with the consent of the
majority of the designated partners and appointed new auditor/ auditors
subject to other compliance with LLP Act

c) An in vacancy in the office of the Auditor Caused due to death, resignation or

otherwise the same will be filled by the designated partners in the manner as
laid down in the LLP Act 2008

35. Arbitration
a) All disputes and questions about and in connection with the LLP under this
Agreement arising between/among the partners or between any of them and/or the
legal representative of the partners or with the LLP at any time and from time to time
shall be settled by such arbitrator as may be decided with the" Consent of the
Partners and award of sucharbitrator shall be final & binding on all parties
 b) Notwithstanding any contract to the contrary and any provision of law the parties
hereto unequivocally agree that the parties would not adopt 0r take any
step/measure whatsoever and/or howsoever which shall cause and/or result in
restricting and/or stopping and/or hampering the business of the LLP and/or bank
operation of the LLP and/or results in appointment of a receiver and/or special officer
over and/or in respect of the LLP. Any grievances whatsoever or Howsoever of
any of the partners shall be ventilated before the arbitrator and the aggrieved party
may be suitably compensated.

36. Jurisdiction
Only the courts within the ordinary original civil Jurisdiction of the Calcutta High court
shall have the jurisdiction to entertain and determine all actions and proceeding
between the parties hereto relating to or arising out of or under this Agreement or
connected therewith including the arbitration as provided hereinabove

37. Validity of this Agreement

a) If any part of this Agreement is held by any court or authority of competent

jurisdiction as void or without effect it shall be limited to that extent and be binding
onallparties hereto at the relevant time as a severable part thereofwithnothing to
affect the rest of this Agreement

b) No alteration to or amendment or changes in this LLP Agreement Shall be valid

unless it is reduced to writing as a supplement to this Agreement duly accepted by all
the Partners of the LLP, as on the relevant date of alteration, amendment or change

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

Signed and delivered by the

WITNESS

1 Name 2 Name

Address Address

Signature Signature

For and on behalf of

3
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