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LLP AGREEMENT

of
ENDEPLAN CONSULTING SERVICES LLP
(As per Section 23(4) of the Limited Liability Partnership Act, 2008)

This Agreement of LLP made at Thanethis . Day of ... 2015.

BETWEEN

Page 1 of 18

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1. Mr.Nityesh Kumar Mardi, s/o. Mr. Hanuman prasad lvtirda, residing at Lo4, Bwing
Apollo cHS, Hiranandani Estate, G B Road Patlipada, Thane-400607, Maharashtra,
which expression shall, unless it be repugnant to the subject or context thereof,
include their legal heirs, successors, nominees and permitted assignees and
hereinafter called the FIRST PARTY, and

2. Mr. Sameer Raiaram Desai, s/o. Mr. Rajaram Laxman Desai, residing at pahadi

school RD, A 204 Arunachal socy, Goregaon East, Mumbai-400063, Maharashtra,

which expression shall, unless it be repugnant to the subject or context thereof,
include their legal heirs, successors, nominees and permitted assignees and
hereinafter called the SECoND pARW, and

3. Mr. Gautam Jitendra Mehta, s/o. Mr. Jitendra Pranjivandas Mehta, residing at 601,
Prayushi Building,s.v Road, Near Asha Parekh Hospital, santacruz(west), Mumbai-
4ooo54, Maharashtra, which expression shall, unless it be repugnant to the subject
or context thereof, include their legal heirs, successors, nominees and permitted
assignees and hereinafter called the THIRD PARW, and

4. Mr. Mohin Aziz Merchant, S/o. Mr. Aziz Kasamali Merchant, residing at K/A/4, Aga
Khan Baug, Off Yari Road, Near CIFE, Andheri West, Versova S.O, Mumbai- 400061,

Maharashtra, which expression shall, unless it be repugnant to the subject or

context thereof, include their legal heirs, successors, nominees and permitted
assignees and hereinafter called the FOURTH pARTy, and

5. Ms. Seema Prasad Korgaonkar , Dfo. Mr. Jayaram Dattaram Nevagi, residing at
Rangchitra, BKG, Road, At Post Kankavli, Dist-Sindhudurg, Sindhudurg- 41.6602,
Maharashtra , which expression shall, unless it be repugnant to the subject or
context thereof, include their legal heirs, successors, nominees and permitted
assignees and hereinafter called the FIFTH pARTy.

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 (THE F!RST, SECOND, THIRD, FOURTH AND FIFTH PARTY SHALT BE COLLECTIVELY REFERRED

TO AS PARTNERS)

NOW,the FIRST, SECOND, THIRD, FOURTH AND FlFTHParty are interested in forming a

Limited Liability Partnership under the Limited Liability Partnership (LLp) Act, 200g and that

they intend to write down the terms and conditions of the said formation and;

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

t. ILPIN {limited Liabilitv Partnership Identification Number]:

The LLPIN is:AAD-4133.

2. Name:

A Limited Liability Partnership shall be carried on in the name and style of M/s. ENDEpLAN
CONSULTING SERVICES LLPand hereinafter called as LLp.

3. Place of Execution:

Place of Execution of the Agreement is: Thane.

4. Date of Commencement:

The LLP as constituted under this Deed shall be deemed to be have commenced on the 20thday of
February, 2015.

Phge 3 of 18

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 q 5. Resistered office
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*#39 The LLP shall have its registered office at Hiranandani Estate, Apotto B Wing, Flat No 104, G B RD,

City'Thane, Dist-Thane-400607, Maharashtra and/or at such other place or places, as shall be

agreed to by the majority of the partners from time to time.

Additional Address for service of documents:

The LLP, may, in addition to the registered office address, declare any other address as its address

for service of documents, under sub-section (2) of section 13. The consent of 57% majority of
partners shall be required for such declaration.

Business

The business of the LLP shall be:To carry on the business of providing consultancy, planning and
project management services in the field of infrastructure development and construction, real
estate, infrastructure feasibility studies, impact assessment, energy auditing, city development
planning services.

7. Capital Contribution:

(i)
s. Name of the Partner Nature of Capital Contribution
No. Contribution
(in Rupees)

t. Mr. Nityesh Kumar Marda 20,000

Cash

2. Mr. Sameer Rajaram Desai 20,000

Cash

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 3. Mr. Gautam Jitendra Mehta 20,000
Cash

4. Mr. Mohin Aziz Merchant 20,000

Cash

5. Ms, Seema Prasad Korgaonkar 20,000

Cash

Total 1,00,000

(ii)
The total contribution of the Partners in the LLp shall be Rs. 1,00,0001- (Rupees one Lakh only)

which shall be contributed by the partners in the above proportions.

The further Contribution, if any, required by the LLP shall be brought by the partners in their
existing capital contribution ratio or at any ratio as agreed and decided by the majority of the
Partners.

8. Net Profit / Loss or Distribution of profits:

o The net profits of the LLP arrived at after providing for payment of remuneration to the
working Partners or designated Partners and interest to Partners on the loan given by them
shall be divided by the Partners in the following ratio:

S. No. Name of the Partner Profit/Loss Percentage

t. Mr. Nityesh Kumar Marda 20%

il Mr. Sameer Rajaram Desai 20%

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 Ii m. Mr. Gautam Jitendra Mehta 20%

lv. Mr. Mohin Aziz Merchant 20%

V. Ms. Seema Prasad Korgaonkar 20%

o The losses of the LLP including loss of Capital, if any, shallbe borne and paid bythe partners in

their Profit sharing ratio.

Designated Partners:

i) Designated Partners on tncorporation of the [[p;

S. No. Name DIN

7. Mr. Nityesh Kumar Marda 07048678

2. Mr. Sameer Rajaram Desai 07048672

(ii) Acts, things required to be done by a designated partner in respect of the compliance of the
provisions of the LLP Act:

1'. Every designated partner to obtain a DIN (Director ldentification Number).

2. Designated Partners to give at least 30 days prior notice before resigning from the LLp.

3' Prior consent of the Designated Partner is obligatory before becoming a designated partner.

4. Every partner shall cease to be a partner in accordance with the LLP agreement and not
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Resigning partner to file notice of resignation with the Registrar if he/she has reason to
believe that LLP would not file the same with Registrar.

6. Every Partner & Designated Partner shall give information asked by Registrar to be
produced.

10. Partners' Powers & Duties:

(i) Powers, Duties and Authority of each partner

A. Powers of partners:

Unless otherwise decided, all the Partners hereto shall have the foltowing powers:

1.' The rights, title and interest in all the assets and properties in the said LLp in
the proportion of
their Contribution to the Capital of the LLp.

2' Shall have access to and rights to inspect and copy Account books ofthe LLp, unless it is proved
detrimental to the functioning of the LLp.

3. Engage or dismiss employee/s of the LLp.

4. Each of the Partner hereto shall be entitled to carry on their own, separate and independent
business as hitherto helshe might be doing or he/she may hereafter do as they deem
fit and
proper and other Partners and the LLP shall have no objection thereto provided that the said
Partner has intimated the said fact to the LLP before the start ofthe independent business and
moreover he/she shall not be engaged in any business which is same or similar to the
nature of
business in which LLP is engaged and shall not directly or indirectly use the name of the
LLp to
carry on the said independent business.

5' lf any Partner shall advance any sum of money to LLP over and above his/her due contribution
to Capital, the same shall be a debt due from the LLP to the Partner advancing the sami: and

Page 7 of 18

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 shall carry simple interest it the rate of 12 (Twelve) % peiannum or any other rate as may be
+ decided by the Partners.
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6. LLP shall have perpetual succession. So, death, retirement or insolvency of any Partner shall

not dissolve the LLP.

7. On retirement of a Partner, the retiring Partner shall be entitled to full payment in respect of
all his/her rights, title and interest in the LLP. However, upon insolvency of a partner his/her
rights, title and interest in the LLP shall come to an end.

8. Uponthe death of any Partner, the existing or surviving Partners of the LLp shall have the first
right to acceptance or refusal of the deceased Partner contribution and only if they do not
optfor subscribing the deceased Partner's contribution, then the legal heir of the deceased
partner shall have the option to purchase the contribution of the deceased Partner in the LLp

and will be admitted as a Partner of.the LLP in place of such deceased partner.

B. Duties of Partners:

Unless otherwise decided, all the Partners hereto shall have the following duties:

7. Each Partner shall be just and faithful to the other Partners in all transactioRs relating to the

LLP.

Each Partner shall render true accounts and full information of all things affecting the LLp to
any Partner.

3, Every Partner shall account to the LLP for any benefit derived by him/her without the
consent of the LLP of any transaction concerning the LLP, or for any use by him/her of.the
property, name or any business connection ofthe LLP.

4. Punctually pay and discharge the separate debts and engagement and indemnify the other

Partners and the LLP assets against the same and all proceedings, costs, claims and demands

Page 8 of 18

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t ,r* 5. Each of the Partners shall give time and attention as may be required for the fulfillment of
the objectives ofthe LLP business and they all shall be the working partners.

6. Designated Partners are responsible for doing all the acts required to be done in accordance

with the provisions of the Limited Liability partnership (LLp) Act 200g.

C. Authority of Partners:

1'. A Partner may lend money and transact other business with LLP and has the same rights and

obligations with respect to loan or other transaction as a person who is not a partner has.

(ii) Mutual Rights & Duties of partners:

L. Mutual Rights and Duties of the Partners shall be governed by the LLp agreement.

2. Changes in the LLP Agreement from time to time, if any, must be filed with the Registrar of LLp.

3. Agreement in writing made before incorporation of LLP may be binding, if ratified by all the
Partners after incorporation.

4. Person may cease to be a Partner in accordance with the LLP agreement, and he/she shall give

30 days prior notice to the LLP.

5. Retiring Partner shall not have any right to interfere in future working of the LLp.

Partner shall intimate to the LLP any change in his/her name, address or other details.

Page 9 of 18

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,Y, (iii) Mutual Rights & Duties of LIP and Partners:

1,. All Partners will be agents of LLP but not that of other partners,

2. LLP or other Partners have no liability if a partner does anything:

A. For which he has no authority.

B. The person who is dealing with the Partner knows or has reason to believe that the partner
has no authority.

LLP shall not be liable to any person, if a Partner does something which is wrongful by
exceeding his/her authority and the said Partner shall be personally liable.

obligation of LLP arising out of contract or otherwise shall solely be that of LLp and not that of

Partners.

5. No Partner shall be liable directly or indirectly for qny wrongful act, deed or omission done by

other Partner/s.

t1-. Restrictionson Paftners'Authoritv:

Unless otherwise decided, no Partner shall:

1.. Without the written consent of majority of Partners,holding Capital of 5L% of the total Capital
of the LLP, transfer or assign his/her interest or capital contribution in the LLP to any third
party other than the existing Partners.

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

3. Enter into any bond or become sureties or security with or for any person or do knowingly
rPage
10 of 18

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 cause or suffer to be done anything whereby the LLP's property or any part thereof may be
seized.

4. Assign, mortgage or charge his/her share in the LLP or any asset or property thereof or make

any other person a Partner therein.

5. Engage directly or indirectly in any business directly or indirectly competing with that of the

LLP.

6. Lend money or give credlt on behalf of the LLP or to have any dealings with any person,
company or firm whom the other Partner/s or the LLP previously in writing have forbidden it to

trust or deal with. Any loss incurred through any breach of provisions shall be made good with
the LLP by the Partner incurring the same.

7. Compromise or compound or (except upon payment in full) release or discharge any debt due
to the LLP except upon the written consent given by all the other Partners.

8. Enter into any bond or become bail or surety for any person or knowingly ca use or suffer to be
done anything whereby the LLP property may be endangered.

12. Manasement & Administration:

(i) Acts, matters or things to be done by Partners with the consent of all other Partners:

Unless otherwise decided, authorizing a Partner to:

1,. Engage directly or indirectly in any business competing with that of the LLP.

2. Cornpromise or compound or (except upon payment in full) release or discharge any debt due

to the LLP.

3. Lend money or give credit on behalf of the LLP or to have any dealings with any person,
company or firm whom the other Partner/s or the LLP previously in writing have forbidden it to

Page 11 of 18

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 trust or deal with.

4. Assign, mortgage or charge his/her share in the LLP or any asset or property thereof or make

any other person a Partner therein.

(ii) Acts, matters or things to be done with the requisite number or percentage of partners:

1,. The LLP, may, in addition to the registered office address, declare any other address as its
address for service of documents, under sub-section (2) of section 13. The consent of majority

of Partners, individually or collectively holding 51% or more of the Capital of the LLp shall be
required for such declaration.

(iii) Manner of Obtaining Consent:

1. By Resolution passed in the meeting of the Partners and signed by anytwo of the Partners.

(iv) Procedure for calling, holding and conducting meetings:

L. The meeting of Partners may be called by giving 2 days notice. ln case if any urgent meeting is

called the notice requirement is to be ratified by all the Partners.

2. The meeting of the Partners may be called by sending 2 days prior notice to allthe Partners at
their residential address or by email or by fax or in case of urgent meeting the same can be
called by telephonic conversation but the notice requirement is to be ratified by all the
Pa rtners subsequently.

3. The matter discussed in the LLP meeting shall be decided by a resolution passed by a majority
(51% or more share in Capital of LLP) or special majority (75% or more share in Capital of LLp)

in votes of the Partners, and for this purpose, each Partner shall have voting rights equal to

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 his/her/its Capital Contribution ratio.

4. The meeting of Partners shall ordinarily be held at the registered office of the LLp or at any

other place as per the convenience of special majority of partners.

5. Subject to and so far as it is permitted by the Law, any meeting of the partners can be held by

participation of the Partners through tele-conferencing, video conferencing where the partners

are at different places, provided that each Partner who participates is able:

a. To hear each of the other participating Partners or members addressing the meeting; and

b. lf he/she so wishes, to address allthe other members or Partners simultaneously, whether

directly, by conference telephone, videophone or by any other form of communications
equipment (whether in use when this Agreement is executed or developed subsequently)

or by a combination of those methods;

c. A meeting held in this wav shali be deemed to be taken place where the largest group of
participating Members or Partners is assembled or, if no such group is readily identifiable,

at the place from where the Chairman of the meeting participates.

6. The LLP may as and when required, decide to record the decisions taken at the meeting of the
Partners and maintain a Minutes book which may be kept at the registered office of the LLp or

at any other place as may be decided by the Partners from time to time.

13. Common Seal

1. The LLP may have a common seal to be affixed on documents as defined by majority of the
Partners under the signature of any one of the partners.

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1, L. The LLP shall indemnify and defend its Partners and other officers from and against any and
all liability in connection with claims, actions and proceedings (regardless of the outcome),
judgment, loss or settlement thereof, whether civil or criminal, arising out of or resulting

from their respective performances as Partners and officers of the LLP, except for the gross
negligence or willful misconduct of the Partner or officer seeking indemnification.

2. The LLP shall indemnify each Partner in respect of payments made and personal liabilities
incurred by him/her;
A. in the ordinary and proper conduct of the business of the LLP; or
B. in or about anything necessarily done for the preservation of the business or property of
the LLP.

3. Every Partner shall indemnify the LLP and the other existing Partner/s for any loss caused to

it by his/her fraud in the conduit ofthe business ofthe LLP.

15.
Admission, Retirement, Cessation, Expulsion & Resignation of Partners:

A. Admission of Partner:

1. New Partner shall not be introduced without the consent of majority of Partners, holding
Capital of 5t% or more, whether held individually or collectively, of the total Capital of the

LLP. Such incoming partner shall give his/her/its prior consent to act as Partner of the LLP.

2. The Contribution of the Partner may be tangible, intangible, moveable or immoveable

property and the incoming Partner shall bring minimum capital contribution of cash or in
kind for value equivalent to Rs. 1,000.

B. Retirement, Cessation, Expulsion & Resignation:.

L. Partners to give at least 30 days prior notice before resignation.

' Page 14 of LB

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2. A Partner can be expelled from the LLP by majority of Partners,holding Capital af 51%or
more, whether held individually or collectively, of the total Capital of the LLP.

15. Rights & Obtigations of Partners on Admission, Retirement, Cessation, Expulsion or Resignation:

1. Cessation in itself does not discharge the Partner from obligation to LLP or any other partner or

Partners or other persons which he/she incurred while being a partner.

2. When a Partner ceases to be a Partner, unless contrary to the LLP Agreement, the ceasing or

outgoing Partner or any other person entitled on his/her behalf to his/her share in
consequence of death or insolvency of ceasing or outgoing Partner shall be entitled to an
amount equal to his/her Capital Contribution (+) percentage of pro-rata share in the
Accumulated Profits & Assets (-). percentage of pro-rata share in the Accumulated Losses &
Liabilitiesbut no amount shall be included in respect of goodwill or any other intangible asset,
nor shall there be any revaluation of any assets belonging to the Firm.

L7. Resolution of Qisputes:

1. All disputes between the Partners or between the Partner and the LLP arising out of the LLp

Agreement which cannot be resolved in terms of this Agreement shall be referred for
Arbitration as per the provisions of the Arbitration and Conciliation Act, ].9g' (26 of 1996) for
the time being in force or any other statutory modification or re-enactment thereof.

18. Duration of LLP:

1-. LLP shall have perpetual succession. So, death, retirement or insolvenry of any partner shall
not dissolve the LLP.

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19. Voluntarv Windine Up:

,i 7. Voluntary winding up of the LLP shall be as per the provisions of the LLp Act, 2008 and the

Rules for the time being in force or any other statutory modification or re-enactment thereof.

20. lmportant Provisions:

L. Change in registered office address:

The LLP may change its registered office from one place to another by following the procedure

as laid down in the LLP Act, 2008 and/or the Rules for the time being in force or any other
statutory modification or re-enactment thereof.

2. Additional Address for service of documents:

The LLP, may, in addition to the registered office address, declare any other address as its
address for service of documents, under sub-section (2) of section 13. The consent of majority

of Partners, individually or collectively holding 5t% or more of the Capital of the LLP shall be
required for such declaration.

3. Change in the name of the LLP:

The limited liability partnership may change its name by following the procedure as laid down
in the LLP Act, 2008 and the Rules for the time being in force or any other statutory
m odification or re-enactment thereof.

4. Removal of an Auditor:

The Partners of a LLP may remove an Auditor, if any, from office at any time by following the
procedure as laid down in the LLP Act, 2008 and the Rules for the time being in force or any
other statutory modification or re-enactment thereof.

' Page 16 of 18

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 20.
Miscellaneous Provisions:
1. Remuneration to Partners

a. lt is agreed by and in between the Partners that all the working partners will be entitled to
remuneration as per the provisions of Section a0(b) of the lncome Tax Act, 1961 and
amendments made thereto. And accordingly ali the Pariners are working Partitefs, unless
otherwise specificallrT decided bv the Partners.

b. The remuneration payable shall be credited to their respective accounts on ascertainment

of Book profits.

2. Bank Account;

The Partners shall open a bank account in the name ofthe LLP and the Account so opened

shall be operated by the Partners as may be decided by them from time to time.

3. Accounting year:

The accounting year of the LLP shall be from f i April of the year to 31't March of
subsequent year. The first accounting year shall be from the date of commencernent of this
LLP till 31.'t March of the subsequent year,

4. lmmovable Properties:

That the immovable properties purchased by the LLP shall be clear, marketable and free
from all encumbrances.

Page 17 of 18

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 IN WITNESS WHEREOF, this by the
month and year first hereinabove
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Nityesh Kumar Marda Rajaram Desai

Designated Partner Designated Partner

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Gautam Jitendra Mehta

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Mohin Aziz Merchant
Partner Partner

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