LLP
AGREEMENT(1)
This agreement of Limited Liability
Partnership made at New Delhi on this 15th day of May 2015
by and between
1.
Mr. D/o Shri R/o New Delhi-110067 (hereinafter called
the first party).
2.
Mr. S/o R/o 197, ,
New Delhi-110067
(hereinafter called the second party)
3.
Mr. S/o R/o 197, ,
New Delhi-110067
(hereinafter called the third party)
AND
4.
Mr. S/o R/o 197, ,
New Delhi-110067
(hereinafter called the third party)
The
expression first party, second party, third party and fourth party mean and include
their respective legal heirs, nominees and assignees.
WITNESSES the mutual agreement of the
parties hereto as follows:
THAT THEY BOTH
being desirous of being formed into a LLP to carry on a lawful business with a
view to profit and to become Designated Partners on its conversion of “INDIA
PRIVATE LIMITED (Company) to “INDIA LLP” by registration under the LLP Act,
2008, have entered into this agreement in writing as follows.
INTERPRETATION
In this agreement unless the context
otherwise requires-
“Accounting
year”
means the financial year as defined in the LLP Act, 2008.
“Act” or “LLP Act” means the LIMITED LIABILITY
PARTNERSHIP ACT, 2008.
“Business” includes every
trade, profession, services and occupation.
“Change” means a change in
the constitution of the body of partners or designated partners other than
their admission or appointment.
“Designated
Partner”
means any partner appointed or deemed under the Act as such.
“LLP” or “Partnership” means the Limited
Liability Partnership formed pursuant to this agreement.
“LLP
Agreement”
means this agreement or any supplement thereof determining the mutual rights
and duties of the Partners and their rights and duties in relation to the LLP.
“LLP
Rules”
means the LLP Rules, 2009, or any other Rules made by central Government under
the Act or any other Act in relation to LLPs.
“Partner” means any person
that becomes a partner.
1. The limited liability partnership
firm name shall be LLP and shall be
carried on in the name and style of LLP
and such other name as the partners may from time to time unanimously agree
upon.
2.
The
Limited Liability Partnership as constituted under this deed shall be deemed to
be have commenced on the 15th
Day of May, 2015.
3.
The
Limited liability partnership business shall be carried on from the premises at, NEW DELHI-110057 as principal place of
business and at such other place or places as the partners shall from time to
time unanimously agree upon.
4.
The
Limited liability partnership shall carry on business/profession of tour operator services in India and such other business/profession
as the partners may from time to time unanimously agree upon.
5.
Term of LLP – The limited
liability partnership shall commence on the date of registration of the LLP,
and shall continue to operate thereafter subject to the provisions of LLP Act,
2008 until termination of this Agreement by consent of all the then partners
and making a Dissolution Deed for disposal of the LLP.
6.
Initial Partners
& Designated Partners – Mrs., Mr., Mr. and Mr. shall be the initial
Partners and Designated Partners of the LLP and they or the existing partners
at any time may admit and appoint others as they mutually decide unanimously at
any time and from time to time.
7.
LLP’s Capital &
Partner’s Contribution in cash or other assets – The capital of the
LLP shall be Rs.16,40,000/- (Rupees Sixteen
Lakhs Forty Thousand only) and may be brought in by the partners as cash in
the following proportionate:-
Party of the first part (Mr.) – Rs.4,10,000/-
(Rs. Four Lakhs Ten Thousand only)
Party of the second part (Mr.) – Rs.4,10,000/-
(Rs. Four Lakhs Ten Thousand only)
Party of the third part (Mr.) – Rs.4,10,000/-
(Rs. Four Lakhs Ten Thousand only)
Party of the fourth part (Mr.) – Rs.4,10,000/-
(Rs. Four Lakhs Ten Thousand only)
The capital may be
increased or reduced at any time and from time to time by way of contribution
to capital as may be deemed necessary or expedient for efficiently carrying on
business of the partnership. Partners are not entitled to any interest on the
amount of capital standing to their credit in the accounts from time to time.
8.
That
both the parties shall be working partners and shall be entitled to
remuneration which will be paid equally to both the partners, the remuneration shall be @
Rs.15,000/- (Rupees Fifteen Thousand only) per month to each partner,
for the time being and the same may be increased or decreased as decided among
the partners from time to time, but this shall be subject to the limit
specified u/s 40(b) of the Income Tax Act, 1961 and the same shall be accounted
in the books of the LLP before arriving at Profit or Loss.
9.
If
any partner shall advance any sum of money to the LLP over and above his due
contribution to capital, the same shall be a debt due from the limited
liability partnership firm to the partner advancing the same and shall carry
simple interest at the rate of 12% per annum or any other rate decided by the
partners unanimously.
10.
The
Profit & Loss of the limited liability partnership firm arrived after providing
for payment of remuneration to the working partners and interest on capital and
loan, shall be borne in the ratio of:
First Party (Mr.): 25%
Second Party (Mr.): 25%
Third Party (Mr.): 25%
Fourth Party (Mr.): 25%
11.
Costs
and expenses of getting up – After the LLP’s registration it may reimburse the
promoter-partners the costs of promotion and registration, legal fees, cost of
printing and stamp duties and all other direct costs at actuals according to
the account stated to the LLP with the approval of the general meeting of
partners.
12.
Common Seal – The LLP shall have
a common Seal and it shall be laid before and the same adopted at the general
meeting held first after the LLP’s registration. The common seal shall be
affixed to any document or contract with the approval of and in the presence of
Mr. Saurabh Mehta on each occasion.
13.
First general meeting
of Partners –
This LLP Agreement along with the LLP’s Certificate of Incorporation shall be
laid before the first general meeting of the partners to be held within 30 days
of the LLP’s registration, and it shall be the responsibility of the first designated
partners to call, hold and conduct the meeting.
14.
Partners
and Designated Partners, obligation and indemnities –
(1) Every incoming
Partner shall comply with the provisions of section 25(3)(c) of the Act and
Rule 22(3) of the LLP Rules, 2009 regarding consent by furnishing it to the LLP
and section 25(1) of the Act and Rule 22(1) of the LLP Rules, 2009 regarding
any change in the name and address to notify the LLP of the same within a
period of 15 days in form 6 of the said Rules & Forms.
(2) The Partners and
Designated Partners shall be deemed to be Agents of the LLP. The Designated
Partners shall be responsible to carry on the LLP’s business and be liable in
accordance with the provisions in this LLP Agreement and the provisions of the
LLP Act, particularly its First Schedule. In all matters relating to mutual
rights and duties of Partners and the LLP and its Partners not mentioned in
this LLP agreement or the First schedule of the Act shall be determined by the
unanimous consent of all the existing partners as of the date of such
determination arising. The designated partners may by their unanimous decision
delegate their power to any one or more Designated Partners or any top-ranking
officers of the LLP as they may consider fit or necessary in the management of
the affairs of the LLP at any time or from time to time and similarly withdraw
the same by their resolution recorded in the minute book.
(3) The numbers of
Partners and Designated Partners of the LLP, quorum and manner of election of
Chairman for their meetings shall be such as may be determined in writing by
the partners unanimously.
(4) A Partner may lend
money to and transact other business with the LLP, and in that behalf the
partner will stand to have the same rights and obligations as a person who is
not a partner.
(5) Each Partner or
Designated Partner may draw out of the LLP funds as drawings from the credit
balance of their income account any sum not exceeding such sum and in such
installments as may be decided by the partners unanimously from time to time,
subject to such drawings being accounted for in each yearly settlement of their
respective accounts.
(6) Indemnities: (i) Every partner shall indemnify the LLP
for any loss caused to it by his fraud in the conduct of its business.
(ii)
The
LLP shall indemnify each partner in respect of payments made and personal
liabilities incurred by him (a) in the ordinary course of its business, or (b)
in or about anything necessarily done for the preservation of the business or
property of the LLP.
(iii)
The
LLP shall indemnify each Partner and Designated Partner against any liability
incurred in defending any proceedings whether civil or criminal in relation to
the LLP and its business transactions, in which judgment is given in their
favour or acquitted.
15.
Management of the
LLP’s business –
(1) The Designated
Partners appointed by the LLP shall be responsible both for LLP’s business
management in its entirety and compliance management under the LLP Act, LLP
Rules and this agreement. Such management shall be carried out in accordance
with adequate standing operating procedure – both physical and financial
generally observed in the industry-and communicated to operating levels for
acquisition and sale or consumption of revenue and capital items and services
and the related costs and expenses as against revenues and related controls
reports and reviews, accounting and performance on daily or other basis,
formulated and approved by themselves and put through jointly by the Designated
Partners, being the original Parties hereto and other appointed subsequently as
agreed upon mutually between them by themselves or otherwise so however that
the Parties hereto shall be the two Designated Partners to be named in the
Incorporation Document submitted for the LLP’s registration by the Registrar
and both of them shall be answerable for the doing of all acts, matters and
things as are required to be done by the LLP in respect of compliance of the
provisions of the Act.
(2) The Designated
Partners shall at all times –
·
Protect
the property and assets of the LLP
·
Devote
the whole of their attention to LLP business diligently and faithfully by
employing themselves in it and carry on the business for the greatest advantage
of the LLP.
·
Punctually
pay their separate debts to the LLP, if any as they fall due and indemnify the
LLP or other Partners towards charges or costs incurred to protect the assets
of the LLP against any failure to do so;
and
·
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
LLP’s business.
(3) Partners of the LLP admitted after the LLP’s
registration other than designated
partners shall be sleeping partners.
(16) Decisions,
how made - All decisions of the
partners shall be taken at meetings of partners called general meetings or by
designated partners at meetings called Executive Committee meetings, in both
the cases duly called and held by a notice in writing issued by any designated
partner and failing them any partner of such duration as may be agreed to by a
majority of them from time to time, by their resolutions or by circular
resolutions.
(17) Circular
resolutions - A resolution
circulated in writing and signed by a majority or all of the partners and/ or
designated partners, as required for the subject the case may be in accordance
with the provisions of this agreement, depending upon whether it is a business
to be transacted at a general meeting or executive committee meeting, shall be deemed
to be duly passed, the date of passing such resolution being the date of the
signature of the person signing last.
(18) Acts
forbidden - Without the consent in
writing of the other partners, no partner while he is a partner for the time
being of the LLP shall -
·
Transfer,
assign or otherwise encumber his share in the assets or profits of the LLP.
·
Take
any apprentice or hire or dismiss( except in case of gross misconduct) any
servant or agent of the LLP;
·
Lend
any money or deliver upon credit any of the goods of the LLP to any person whom
the other partners shall have previously in writing forbidden to trust;
·
Give
any unauthorized security or promise for the payment of money on account on
behalf of the LLP except in the ordinary course of business of the LLP;
·
Secure
unauthorized surety or guarantee for any one encumbering or otherwise charging
or pledging the properties and assets of
the LLP;
·
Draw
or accept or endorse unauthorized any bill of exchange or promissory note on
LLP’s account;
·
Remit
the whole or part of any debt due to the LLP;
·
Lease,
sell, pledge or do any other disposition of any of the LLP’s property or fixed
assets otherwise than in the ordinary course of business of the LLP;
·
Commit
to buy or buy any immovable property for the LLP;
·
Do
any act or omission rendering the LLP liable to be wound up by the Tribunal/
court;
·
Share
business secrets of the LLP with outsiders;
·
Derive
profits from any transaction of the LLP or from the use of its name, resource
or assets or business connection by carrying on a business of the nature as
competes with that of the LLP and remain without accounting for the same to the
LLP;
·
Submit
a dispute relating to the LLP’s business to arbitration;
·
Open
a banking account on behalf of the LLP in his own name;
·
Commit
to compromise or relinquish any claim in whole or in part of the LLP;
·
Withdraw
a suit filed on behalf of the LLP;
·
Admit
any liability in a suit or proceeding against the LLP;
·
Enter
into any partnership, joint venture; float any subsidiary LLP or company with
the LLP being the promoter or acquirer of interest or control.
19. Books
of account, annual accounts statement, reserve fund and audit -
(1) All funds of the LLP
business shall be deposited in its name in such banking account or accounts as
shall be determined by the designated partners, all withdrawals of funds from
such accounts shall be made by cheques or pay orders/ instructions issued on
behalf of the LLP by the designated partners as may be decided by them.
(2)
The financial year of the LLP shall be financial year
defined in section 2(l) of the act.
(3)
All necessary books of account and other papers
relating to the affairs of the LLP as prescribed under rule 24 of the LLP
Rules, 2009 made pursuant to section 34(1) of the act shall be ensured to be
kept and maintained by the LLP through proper arrangements put in place by the
designated partners at the principal place of business of the LLP or at other
place or places of business and same consolidated as agreed upon by all the
partners. The accounts shall be kept on cash or accrual basis and according to
the principles of double entry system of accounting so as to give a true and
fair view of the state of affairs of the LLP. Such books of account shall not
be removed from the designated place(s) of business without the consent of all
the partners, and the same shall be open to their inspection on all days of the
week.
(4)
The designated partners of the LLP shall, within a
period of six months from the end of each financial year, prepare the annual
statements of accounts and solvency for the financial year ended in accordance with
rule 24 and form 8 of the LLP Rules, 2009 and the same arranged to be audited
as provided in the said rule and signed by each one of them. Further, it shall
be responsibility of the designated partners of the LLP to send a copy of the
said annual statements of account and solvency sent to every partner and
obtains their acceptance of the same. No such acceptance of the legal
representative of any partner will be necessary to be obtained.
20. Transfer
or assignment of share capital contribution by partners-
(1) No partner shall
without the consent in writing of all the partners transfer, assign, or
mortgage his share of interest in the LLP by way of a share of the profits and
losses of the LLP and to receive distributions or be liable to suffer losses
under this agreement in any way in whole or in part.
(2) On the transfer of a partner’s interest in the
LLP as set out in (1) above, section 42(1) and (3) of the act shall become
applicable to the transferor partner and the transferee, respectively.
21. Death or voluntary retirement / resignation
of partner - If any partner shall
die or have voluntarily retired or resigned, a statement of account shall be
taken, his share of the capital and effects of the LLP and of all unpaid
interest and profits due to him up to the time of his demise or retirement made
out and paid off at the earliest as may be decided by the designated partners
of the LLP, subject to required adjustments between his capital account and
income account transactions and transfers made till the date of death or
retirement, as the case may be, and the balances struck duly certified by the
LLP’s auditor for the time being. The said statement of account shall include
the partner’s share of profit or loss for the broken period from the start of
the financial year in which his death or retirement occurs until the end of the
calendar month in which the event takes place.
(22) Representative
of deceased or retired partner - At the discretion of the remaining
partners, the nominee or representative of the deceased or retired partner may
be admitted as a sleeping partner against the retention of the dues to the former
partner by the LLP. In no case such a person shall have the power to interfere
in the management of the LLP’s business operations by virtue of anything done
by the partner who had exited.
(23) Purchase
of share of expelled, retired, deceased or insolvent partner - If a partner shall die, retire or be
expelled or become insolvent, then , one amongst the remaining partners willing
to buy or the one who is senior most or the one chosen by lot in case more than
one coming forward to buy, shall be entitled and bound to have the right of
first refusal to buy the share of such partner in the LLP exercisable by notice
in writing fixing a month’s time by either side given to the other. The
purchase price shall be the amount at which such share stood by the last
audited balance sheet prior to the date of the event of exit of the partner net
of his withdrawals, plus interest thereon at 9% p.a. to the date of the event,
plus his share of current profits, if any, in the broken part of the year next
following, determined in terms of this agreement. The actual payment may be in
one lump sum or as otherwise agreed between the purchasing partner and the
exiting partner or his legal personal or other representatives, against an
indemnity provided against the debts, engagements or other liabilities of LLP
devolving to the partner that exited by the partner exited or any one
acceptable on his behalf to the purchasing partner.
(24) Expulsion
of partner – This provision in this agreement shall operate as an express
agreement of the partners. A partner may not be expelled by a unanimous
decision to that effect taken by the remaining partners save in good faith and
in the interest of the LLP’s business, only after a show-cause notice in
writing is served on that partner or designated partner giving not less than
seven days time for his response to the LLP; and in the eventuality that the
decision of partner’s expulsion holds on, the expelled partner shall be
entitled to the benefits of a retiring partner in accordance with the provisions
of this agreement, but he shall have no claim against the LLP or any of its
partners, designated partners or other officers or employees for damages,
compensation or otherwise whatsoever.
(25) Notices
- Notices to the LLP by the partners or designated partners and to them by
the LLP may be given in the manner provided in the act.
(26) Arbitration
- All matters not expressly provided in this agreement shall be governed by
the provisions of the act and the first schedule to it, if there is a provision
exists and if not by the consent of all the partners in writing. Failing that
all disputes and questions about and in connection with the LLP under this
agreement arising between the partners or between any one of them and the legal
representatives of the other or others or between the legal representatives of
the partners or with the LLP at any time and from time to time, shall be
settled by conciliation or by arbitration as provided under the arbitration and conciliation act, 1996 as if
the parties to the dispute have
consented in writing for determination of the same as aforesaid and the
provisions of the said act shall apply accordingly. If any question arises
whether the disputes relates to formation, management or business of the LLP,
the question shall be referred to the arbitrator, whose decision shall be
final.
(27) Alteration
or amendment – No alternation to or amendment or change in this LLP
agreement including any change of business of the LLP in terms of Para 8 of the
first schedule to the act shall be valid unless it is reduced to writing as a
supplement to this agreement duly accepted by every partner of the LLP by
himself or his legal representatives, as on the relevant date of alteration,
amendment or change.
IN WITNESS WHEREOF THIS AGREEMENT IS SIGNED
BY THE PARTIES HERETO THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.
Witness
………………………………
1)
Party of the First part
2)
…………………………….
Party of the Second part
…………………………….
Party of the third part
…………………………….
Party of the fourth part
LLP
AGREEMENT(2)
THIS
AGREEMENT OF LIMITED LIABILITY PARTNERSHIP made at THANE this ___ day of _________________,
2014 by and between :
Mr., an adult, citizen of India,
presently residing at Thane – 401 107, Maharashtra, India, 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 his heirs, executors, administrators and assigns) AND
Mr., an adult, citizen of India,
presently residing at), Mumbai – 400 092, Maharashtra, India, 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);
WITNESSES
the mutual agreement of the Parties hereto as follows:
THAT
THEY ALL shall become Partners AND the parties
of the First and Second Parts shall also
be Designated Partners; on incorporation of the LLP to carry on partnership
business as a Limited Liability Partnership (LLP) registered under the Limited
Liability Partnership Act, 2008 (LLP Act) with a view to sharing profit upon
the following terms.
INTERPRETATION
In
this Agreement unless the context otherwise requires:-
“Accounting
Year” means the financial year as defined in the LLP Act, 2008.
“Act”
or “LLP Act” means the Limited Liability Partnership Act, 2008.
“Business”
includes every trade, profession, service and occupation.
“Change”
means a change in the constitution of the body of Partners or Designated
Partners other than their admission afresh.
“Designate
Partner” means any partner designated as such.
“LLP”
means the limited liability partnership formed pursuant to this LLP Agreement.
“LLP
Agreement” means this Agreement or any supplement thereof determining the
mutual rights and duties of the partners and their rights and duties in
relation to the LLP.
“Partner”
means any person who becomes a partner in the LLP in accordance with this LLP
Agreement.
“She”
includes “he” or vice versa. “His” includes “her” or vice versa.
1.
Business - The
Partnership business shall be
I.
1. To carry in India or abroad. Either
alone or jointly with one or more persons,
government. Local or other bodies, the business or telecommunication
engineering, civil and mechanical engineering, electronics, mechanical. civil electronics telecom broadcasting &
to manufacture mechanical & electrical telecommunication instruments & computer hardware or
software or any other specialized construction and any jobs related with telecom broadcasting whether civil, technical, electronic or
mechanical.
2. To carry on the business of Electrical or
Electronic contractor shih of
fabrication. Of machines instruments
whether relating to telecommunication tele broadcasting or
computer or otherwise.
3. To carry on the business of errectior. Communicating of telecommunication towers or satellite receivers. To carry on any
type of specialized or other civil contractor ship. To carry on business of
exports Of telecommunication instrument or computer hardware or software.
4. To
carry on
in India or
abroad business in the
virtual ,world, cyberspace
world, real world,
or otherwise in
the fields of manufacturing, developing,
importing, exporting, buying,
selling, distributing, transferring, leasing,
hiring, licensing, using, disposing-off, operating,
fabricating, constructing,
assembling, recording, maintaining, repairing, reconditioning, working, altering,
converting, improving, procuring, installing, modifying and to
act as consultant, agent, broker,
franchiser, job worker, representative, advisor or otherwise to deal
in all kinds of computers,
calculators, microprocessors,
electronic and electrical
apparatuses, software, electronic- commerce and application development there of, all
cyberspace related business, electronic- entertainment application development, electronic - business,
ERP consulting, Re-engineering,
migration, SAP, oracle/or
any other such software, training,
recruiting ,development and
Consultancy, System Integration, Software
development process, web designing and web hoisting, web
marketing, internet/ intranet service
providing and any other
such/similar services of whatsoever kind,
equipment’s, gadgets, peripherals,
module's, auxiliary instruments,
tools, plants, machines, works, systems,
conveniences, spare parts, accessories, devices, components, fixtures. Of different capacities\.sizes, specifications,
applications, descriptions and models used or
may be used in the field of space aviation, surface water and air transports, railways, defense,
medical, engineering, industries, construction, mining, powers, traffics, offices,
police, communications, trade, commerce,
medical transcription, Tele-communications, call centers, entertainment
industry, media,
weather satellite, research, hospitals, hotels, advertising's,
film industries, modeling industries, healthcare
industries, education, decoration,
automobiles, geographical,
recreational, domestic and other
allied purpose computers,
mini computers, super
computers,
main frames, laptops, pocket computers,
personal computers, microcomputers, engineering computers, general
purpose and process control computers, information and word processing equipment’s, copying machines, electronic telephone exchange, video
games, signals or
any other activities/ items related to any or all of the
above in present or in
future in the
virtual world, cyberspace
world, real world
or otherwise and to provide
internet related services through cable networking.
2.
Name- The name under which the Partnership business shall be
carried on is LLP.
3.
Place-
The Registered
Office of the Partnership business shall be
Flat
No., Thane – 401 107, Maharashtra, India as the principal place of business and
at such other place or places as the Partners shall from time to time
unanimously agree upon.
4. Incorporation of LLP –
This LLP is already incorporated on 28/11/2014 vide Certification of
Incorporation bearing LLP Identity Number : issued by Registrar, Maharashtra,
Mumbai.
5. Term of LLP- The
Partnership shall commence on the date of registration of the LLP, and shall
continue to operate thereafter subject to the provisions of the LLP Act, 2008,
until termination of this agreement by consent of all Partners for the time
being of the LLP.
6. LLP Capital, Partners’
Contribution, Liability and Admission of Partners-
(1).
The capital of Partnership shall be the sum of Rs. 1,00,000/= (Rupees One Lac only) brought in cash / money’s
worth of any property or services agreed by all partners. Such capital
contribution shall be brought in by all the partners equally as and when
required by the LLP and as may be mutually agreed by all the partners.
(2). A
separate capital account shall be maintained for each Partner.
(3).
Separate Loan Capital and / or Current Capital account shall be maintained for
each partner. Share of Profit / Loss, Share of Remuneration and / or Interest
on Capital shall be credited / debited to such Loan Capital / Current Capital
of each partner. Amount withdrawn as well as additional capital introduced by
partners shall be debited / credited to such Loan Capital / Current Capital of
each partner.
(4).
If at any time after the commencement of the Partnership as LLP any further
capital shall be required for the purposes of the LLP, the same shall be
additionally contributed by the then Partners in their respective proportion of
capital contributions made, unless otherwise agreed upon by all the then
Partners.
(5).
The obligation of a Partner to contribute (i). money or (ii) other property or
benefit or to perform services [in the case of (ii) its money’s worth as
determined in the agreement with the Partner therefore as equivalent to his
share of contribution of capital] to the LLP under clause 5(1) of this
Agreement, shall be a debt due from him to the LLP. The liability of a partner
or designated partner in relation to the LLP shall be as set out in the Act and
in particular every partner shall indemnify the LLP insofar as every partner
may take part in its management. It is a condition of this Agreement that the
LLP shall indemnify each Partner in respect of payments made and personal
liabilities incurred by him (a) in the ordinary and proper conduct of business
of the LLP, and (b) in or about anything necessarily done for the preservation
of the business or property of the LLP.
(6).
This LLP Agreement along with the LLP’s Certificate of Incorporation should be
laid before a special general meeting of the Partners to be held within 30 days
of the LLP’s registration, and it shall be the responsibility of the Designated
Partners of the LLP to comply with the same.
(7).
After the LLP’s registration, it may reimburse the Promoter-Partners the costs
of promotion and registration, legal fees, cost of printing and stamp duties
and all other direct costs at accruals according to the account rendered to the
LLP by the Promoter-Partners, with the approval of the general meeting of
Partners mentioned herein above.
(8).
The LLP shall have a Common Seal and it shall be laid before and adopted at the
general meeting mentioned herein above. The Common Seal shall be affixed to any
document or contract with approval of atleast one Designated Partner of the LLP, on each occasion.
(9).
All the assets owned by or belonging to the LLP including but not limited to
the Intellectual Property Rights (IPRs) of whatever kind shall be the property
of the LLP and no partner shall be entitled to use for himself any such
property otherwise than as a client or customer.
(10).
No resolution or decision carried by a majority of Partners of the LLP shall be
valid to be given effect to unless it includes the Partners being the original
Parties hereto.
7. Interest on Capital, Loan Capital
and Current Capital-
The simple interest shall be allowed/(charged)
to the partners on the
running balance standing to the credit/(debit) of their
respective Capital Contribution,
Current and/or Loan Accounts in
the Books of the
LLP, at the maximum rate permissible U/s. 40(b) of the Income Tax Act, 1961, or
Rules made there under or any other
relevant provision as may be in force from time to time. The amount of interest on capital shall be
determined and shall become due at the end of each calendar month. The partners
shall be entitled to
draw such amount during the year
as may be mutually decided amongst the parties
herein from time to time, against the interest so payable to him and the
balance amount, if any, whatsoever,
shall be debited/credited to the Capital
Account of the
respective partner on
finalisation of the Annual/Final
Accounts of the LLP.
However, in the
event of losses or
inadequacy of profits, the
partners may mutually decide not to
pay any interest or to pay
interest at lower rate, as may be
mutually decided amongst them.
8. Remuneration to Working Partners-
The parties hereto have
decided that the Remuneration shall be paid to the working partners, who are
actively associated with the business of the LLP, with effect from date of
Incorporation.
It is hereby mutually decided and agreed by and
amongst the parties herein that ALL
the Designated Partners herein i.e Mr. (Party of the Fist Part) and Mr. (Party
of the Second Part), shall act as the Working Partners of the LLP and shall
actively devote their time and attention in the conduct of the affairs of the LLP
as the circumstances and business needs may require from time to time.
It is clarified by and
amongst the parties herein that the working
partner need not devote
his /her whole time and attention
to the affairs of the LLP and also that he / she may be engaged
in any other business / profession
/ vocation / employment / activity in any capacity
whatsoever, simultaneous to attending the affairs of the LLP as may be required
The
quantum of total remuneration payable to all the working partners together
during any financial year shall be the maximum amount of remuneration
permissible U/s. 40(b) of the Income Tax Act, 1961, or Rules made there
under or any other relevant provision as
may be in force from time to time. Such quantum of total remuneration so
determined shall then be divided amongst all the aforesaid working partners in
the following ratio:
|
Name of
Partner
|
Remuneration Sharing Ratio (%ge)
|
|
Mr.
|
50%
|
|
Mr.
|
50%
|
|
Total :
|
100%
|
Each Working
partner shall be entitled to
draw such amount during the year
against the remuneration payable to him as
may be mutually decided amongst
the parties herein from time
to time. Total remuneration payable to
each working partner shall be
determined only on finalisation of the Annual /
Final Accounts of the LLP and the balance amount, if any, whatsoever, shall be debited/credited to the Capital Account of the respective partner on
finalisation of the Annual/Final
Accounts of the LLP.
The parties
herein shall also be
entitled to pay remuneration to any other partner(s) as well, whether
as the working partner(s) or otherwise.
However, in
the event of losses
or inadequacy of profits,
the partners may mutually decide not to
pay any remuneration or to pay remuneration at lower rate, as
may be mutually decided amongst them.
The partners shall be entitled to increase,
reduce or waive the
above remuneration. The parties
hereto may also agree to revise the mode of calculating
the above remuneration and decide to pay salary and grant other benefits.
9. The
Net Profits / Loss of the Partnership business, after meeting all necessary
costs, charges and expenses incurred in carrying on the said Partnership
business as well as interest on capital and remuneration to working partners,
shall be divided between the parties hereto [and they shall in the like
proportion bear all losses including loss of capital] in following Ratio :
|
Name of
Partner
|
Remuneration Sharing Ratio (%ge)
|
|
Mr.
|
50%
|
|
Mr.
|
50%
|
|
Total :
|
100%
|
10. The
Profits and Losses of the Partnership shall be determined as on 31st March, every year and the
same shall be distributed to or recovered from the Partners concerned in the
proportion aforesaid. The First Accounting year of the LLP shall end on 31st March, 2015.
11. Withdrawal
of Loans – Every Partner may
withdraw the loans advanced or deemed as advanced by him to the Partnership
business in accordance with the terms of such sums advanced or deemed as
advanced from time to time.
12. Business
transactions of Partner with LLP – A Partner may lend money to and
transact other business with the LLP, and in that behalf the Partner shall have
the same rights and obligations with respect to the loans or other business
transactions as a person who is not a Partner.
13. Partner’s Drawings – Each Partner may draw out of the
Partnership funds as drawings from the credit balance of his Loan Account and /
or Current Capital and / or Contribution
Account, any sum of money as may be mutually decided amongst the partners.
14. Book of Accounts - (1) All funds of the Partnership
business shall be deposited in its name in such banking account or accounts as
shall be determined by the Designated Partners. Operation of such bank accounts
shall be as in such manner as may be mutually decided by all the parties
herein.
(2) All necessary books of account and other
papers relating the affairs of the LLP as prescribed under Rule 24 of LLP Rules
& Forms, 2008 pursuant to section 34(1) of the LLP Act 2008 shall be
ensured by the designated partners for the time being to be kept at the
principal place of business of the LLP or at other place or places as mutually
agreed upon by all the Partners, and regularly maintained on cash basis or
accrual basis and according to double entry system of accounting with all books
duly posted with entries arising from day to day up-to-date on any day so as to
give a true and fair view of the state of affairs of the LLP. Such books of
account shall not be removed from the designated place of business without the
consent of 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 or folio thereof during the working hours on each working day of the week.
15. Annual Statements of Accounts and
Solvency – The Designated
Partners of the LLP shall, within a period of six months from the end of each
financial year, prepare the Annual Statements of Accounts and Solvency for the
financial year as at its last day of all the capital contributions, assets and
liabilities and of the profits and losses of the LLP, and the same shall be
signed by the Designated partners of the LLP as required under section 34(2) of
the Act in token of his being bound thereby. If, in the event, any Partner
refuses to sign the Annual Statements of Accounts and Solvency giving no valid
reason, a copy of the same shall be posted to him by Registered Post
Acknowledgement Due to his last known address as supplied by him to the LLP,
and same shall be deemed to have been signed by him on the date of such
posting.
16. Audit - The Statements of Accounts and Solvency o the LLP made each year
shall be audited by a qualified Chartered Accountant in practice, if required
by law, in accordance with the rules prescribed under section 34(3) of the LLP
Act, 2008, namely, Rule 24 of the LLP Rules & Forms, 2008. It shall be the
responsibility of the Designated Partners of the LLP to comply with Rule 24 of
the said Rules in every respect.
17. Management of the LLP – (1) Partners of the LLP other than Designated partners shall be
sleeping Partners. Their right to participate in the management of the LLP shall
be as provided in this Agreement and otherwise it is restricted to:
·
Ratification of this LLP Partnership Agreement
post-incorporation of the LLP;
·
Any alteration to this LLP Agreement;
·
The admission of new Partners;
·
Appointment of Designated Partner;
·
Raising further capital under para hereinabove,
·
Acceptance of Annual Accounts and Solvency and
the Auditor’s Report thereon;
·
Assignment and transfer of partnership rights,
by the Partners in any way;
·
Expulsion of any Partner;
·
Any proposal of the LLP to make an application
to the Central Government that the affairs of the LLP ought to be investigated;
·
Change of business;
·
Any sale or merger or amalgamation of the LLP
with another entity or the incidence of any extraordinary loss or jeopardy or
‘waste’ to the property of the LLP as defined in section 66 of the Transfer of
Property Act, 1882, warranting the appointment of a Receiver; and
·
Winding up and dissolution of the LLP.
In
deciding all the matters specified above by a majority vote of the Partners
present at a meeting of Partners duly called and held. However, expulsion of
any partner shall require a unanimous decision of all the remaining Partners
and change of business shall require a unanimous decision of all the Partners.
Each Partner shall have one vote each irrespective of their capital
contribution to the LLP’s capital. The decisions so taken shall be recorded in
the minutes within thirty days of the general meetings and the same kept at the
registered office of the LLP.
(2). All the Designated
Partners appointed by the LLP shall be responsible both for business management
in its entirety and compliance management under the LLP Act and this Agreement.
The management of the LLP shall be carried on jointly by the Designated
Partners being the original Parties hereto as agreed upon mutually between them
by themselves or otherwise and to be answerable for the doing of all acts,
matters and things as are required to be done by the LLP in respect of
compliance of the provisions of the LLP Act, 2008 in terms of sections 7,8 and
9 of the said Act. The Partners my appoint more Designated Partners by a
majority vote of the Partners present at a meeting of Partners duly called and
held at any time and from time to time, provided all the Partners being Parties
to this Agreement as originally made approve the names proposed. The Designated
Partners may by their unanimous decision delegate their powers to any one or
more Designated Partners or any top-ranking officers of the LLP as they may
consider fit or necessary in the management of the affairs of the LLP at any
time or from time to time and similarly withdraw the same.
(3). Every Partner
appointed as a Designated Partner by a majority of the Partners as stated in
(2) above shall be entitled to take part in the management of the LLP.
(4). Any matter or issue
relating to the LLP shall be decided by a majority in number of the Designated
Partners which shall in every case include the Partners being the original
Parties hereto so long as they continue as the designated Partners of the LLP.
(5). Banking arrangements
for the LLP shall be as unanimously decided by the Designated Partners at any
time and from time to time, ensuring that all moneys received subject to
requirements of current expenses, by way
of Cheques, drafts or other pay orders shall be promptly paid into the LLP’s
banking account.
(6). Each Partner shall
render true accounts and full information of all things affecting the LLP to
the Designated Partner(s) and on request to any Partner or his legal representative.
(7). All decisions of the
Partners shall be taken at meetings called by a notice in writing or by
circular resolutions in cases of urgency. Meetings in which all Partners are
entitled to participate to deliberate and decide on the matters specified in
Para 17 (1) above shall be called general meetings, and the meetings of the
Designated Partners shall be called Executive Meetings. The provisions as are applicable to calling,
holding and conducting / adjourning etc., of general meetings and Board
meetings and keeping of minutes of such meetings of pure private companies
limited by shares under the Companies Act, 2013, shall apply respectively to
the said two kinds of meetings, excluding the special resolutions,
requisitioned resolutions special notices, special business and explanatory
statements, requisitioned meetings and default meetings and the related
jurisdiction as well as powers of the Court / Tribunal / Central government
conferred under the said Act. Every such meeting shall be called by any
Designated Partner on the basis of a decision of the Executive Meeting or by
circular resolution passed by majority of Designated Partners in any exigency.
(8). A resolution
circulated in writing and signed by a majority of the Partners and / or Designated
Partners, as the case may be, depending upon whether it is a business to be
transacted at a General Meeting or Executive Meeting, including the Partners
who are the original Parties to this Agreement in every case, shall be deemed
to be duly passed, the date of passing such circular resolution being the date
of the signature of the person signing last.
(9). All legal documents,
deeds, agreements etc. dealing with any immovable property whether purchased or
sold or leased or charged or otherwise dealt with; by or in the name of or on
behalf of the LLP; shall be negotiated, signed, sealed, executed and delivered in such manner as may be mutually decided
by all the parties herein.
18. Performance
of work by Partner - If at
any time any work for the LLP is to be done under this Agreement or any
Supplement thereto by any partner, it may be done by any of his relative or
other agent or servant engaged by such Partner competent to do the work on
condition that any payment in that behalf shall be to the account of the
Partner concerned entailing nothing to be borne by the LLP. Where such a
Partner fails to perform such work contracted by him with the LLP, any other
Partner may do the same instead or have it done by persons competent to do the
work and engaged as his agents additionally to such of the work, if any,
contracted by him on his own account with the LLP, at the cost of the LLP.
There is nothing contained in this para to enable a Designated partner to
assign his responsibility to anyone being an outsider to interfere in the
business management of the LLP entrusted to or undertaken by him.
19. Designated
Partner’ attention to business
–
The Partners being the original Parties hereto and other Partners appointed as
Designated partners of the LLP shall at all times
·
Protect the property and assets of the LLP;
·
Devote their attention to the said partnership
business diligently and faithfully by employing themselves in it, and carry on
the business for the greatest advantage o the partnership;
·
Punctually pay their separate debts to the LLP,
if any, duly and indemnify the LLP or other Partners towards charges, expenses
or costs incurred to protect the assets of the LLP against any failure to do
so; and
·
Upon every reasonable request, inform the other
Partners of all other Partners of all letters, writings and other things which
shall come to their hands or knowledge concerning the business of the LLP.
20. Number
of Designated partners – The
maximum number of Designated Partners appointed for the LLP hall be such as
mutually agreed upon by the Partners being the original Parties hereto or as
decided by the Designated Partners of the LLP unanimously at any time and from
time to time.
21. Sleeping Partner – All the Partners other than
those appointed as the Designated Partners of the LLP shall be Sleeping
Partners, and they shall not interfere with the carrying on the management or
conduct of the business of the LLP otherwise than as has been provided in this
Agreement and those shall not sign the name of the LLP.
22. Transfer or assignment of Share of Capital
contribution by Partner –
(1) No Partner shall without the
consent in writing of all the Partners transfer, assign or mortgage his share
of interest in the LLP by way of a share of the profits and losses of the LLP
and to receive distributions under this Agreement in any way in whole or in
part.
(2). On the transfer of a
Partner’s interest in the LLP as set out in (1) above, section 42(2) and (3)
shall become applicable to the transferor Partner and the transferee,
respectively.
23. Death
or voluntary retirement of Partner
–
If any Partner shall die or have voluntarily retired, a statement of account
shall be taken and made out of his share of the capital and effects of the LLP
and of all unpaid interest, remuneration and profits due to him up to the time
of his demise or retirement and be paid at the earliest as may be decided by
the Designated Partners of the LLP, subject to required adjustments between his
capital account and income account transactions and transfers made till the
date of death or retirement, as the case may be, and balances struck as
certified by the Auditor for the time being of the LLP. The said statement of
account shall include the Partner’s share of profit and loss for the period from
the beginning of the financial year in which his death or retirement occurs
until the end of the calendar month in which the event takes place.
For
the purpose of determining amount due to retiring / deceased partner, as stated
above, all the assets and liabilities of the LLP shall be valued at respective
Fair Market Value as on the date of event and Goodwill shall be valued as
mentioned in clause no. 27 hereunder.
24.
Representative of deceased or retired Partner – At the discretion of the
remaining Partners, the nominee or representative of the deceased or retired
Partner may be admitted as a sleeping Partner against retention of the dues to
the former Partner by the LLP. In no case such persons shall have the power to
interfere in the management or conduct of the LLP’s business by virtue of
anything done by the Partner who had existed.
25. Purchase
of share of retiring, expelled deceased or insolvent Partner – If a Partner shall die,
retire or be expelled or become insolvent, then, the remaining Partners shall
have the option of first refusal to buy the share of such a partner in the LLP,
and the option may be exercised by notice in writing fixing a month’s time by
either side given to the other side. The purchase price shall be the amount at
which such share shall stand by the last audited balance sheet prior to the
date of the event of exit of the Partner net of his drawals, plus interest
thereon at 12 per cent per annum to the date of the event, plus his share of current profits, if any, in the broken part of
the year next following determined in terms of this Agreement, either in one
lump-sum or as otherwise agreed with the retiring Partner or his personal or
legal representatives, against an indemnity provided against the debts,
engagements or other liabilities of the partnership devolving to the account of
the Partner that existed.
26. Expulsion
of Partner – This
provision of this Agreement shall operate as an express agreement of the
Partner: a Partner may not be expelled by a unanimous decision of the partners
save in good faith and in the interest of the partnership business only after a
show-cause notice in writing is served on that Partner or designated Partner
giving 7 days time for his response ; and in that event the Partner expelled
shall be entitled to the benefits of a retiring Partner in accordance with the
provisions of this Agreement in that behalf.
27. Goodwill
–
A valuation of the assets, effects and of the goodwill including the
Partnership name shall be made at three times the average net yearly profits of
the preceding five years or the commencement of the LLP, whichever is less, for
the purpose to determine the amount due to such a Partner who has exited, and
the payment shall be met by the Partners remaining with the LLP in proportion
to their respective capital contribution on the date of his exit within six (6)
calendar months from the date of exit, any delay beyond attracting interest at
12 (twelve)per cent per annum from the date of expiry of the said six months
till the actual date of payment. On such a payment being made the share of the
Partner exited in the goodwill shall stand vested in the remaining Partners of
the LLP.
28. Contracting
on behalf of the LLP – All
contracting by way of placement of orders for supplies to the LLP shall be
carried out only by the Designated Partners in the manner as mutually agreed
upon between them at any time and from time to time.
29.
Giving Credit – No Designated Partner shall lend money or
give credit to or have any dealings on behalf of the LLP with any person or
company or LLP or other entity whose credit-worth is doubtful and who is
forbidden due to former crisis of confidence confronted by the LLP in dealing
with him or it.
30. Acts forbidden – Without the consent given in
writing of the other Partners, no Partner while he is a Partner for the time
being of the LLP shall -
·
Transfer, assign otherwise encumber his share
in the assets or profits of the LLP;
·
Take any apprentice or hire or dismiss (except
in cases of gross misconduct) any servant or agent of the LLP;
·
Lend any money or deliver upon credit any of
the goods of the LLP to any person or persons whom the other Partners shall
have previously in writing forbidden to trust;
·
Give any unauthorized security or promise for
the payment of money on account on behalf of the LLP except in the ordinary
course of its business;
·
Secure unauthorized surety or guarantee for
anyone encumbering or otherwise charging or pledging the properties of the LLP;
·
Draw or accept or endorse unauthorisedly any
bill of exchange or promissory note on LLP’s account;
·
Draw and sign any Cheque on behalf of the LLP
unauthorisedly;
·
Remit the whole or part of any debt due to the
LLP;
·
Lease, sell, pledge or do other disposition of
any of the LLP’s property otherwise than in the ordinary course of business;
·
Commit to buy or buy any immovable property for
the LLP;
·
Do any act or omission rendering the LLP liable
to be wound up by the Tribunal;
·
Share business secrets of the LLP with
outsiders;
·
Derive profits from any transaction of the LLP
or from the use of its name, resources or assets or business connection, and
remain without accounting for the same to the LLP;
·
Submit a dispute relating to the LLP’s business
to arbitration;
·
Open a banking account on behalf of the LLP in
his own name;
·
Commit to compromise or relinquish any claim in
whole or in part of the LLP;
·
Withdraw a suit filed on behalf of the LLP;
·
Admit any liability in a suit or proceeding
against the LLP;
·
Enter into any partnership joint venture, float
any subsidiary LLP or company with the LLP being the promoter or acquirer of
interest or control.
31. Borrowing
Powers – The Partners of the LLP herein are hereby
empowered to borrow money for and on behalf of and in the name of the LLP;
against security by way of mortgage, hypothecation or any other manner; of any
and / or all the assets of the LLP; to be used for the business of the LLP;
from Banks, Institutions, Companies, concerns, any entity or individuals.
The
party of the First Part and / or Second Part are hereby empowered to sign,
seal, execute and demonstrate any agreements, contracts, promissory notes,
writings etc. for and on behalf of and in the name of the LLP, for the purpose
of borrowing money specifically limited to the projects concerned & governed
by the LLP Agreement.
32. Notice
–
(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.
(2) To a Partner – Any notice to
a Partner shall have been sufficiently given by the LLP by leaving it addressed
to the Partner at the registered office of the LLP or by sending the same by
registered post to his usual or last known address.
33. Term
of validity of deed – Duration of this Agreement and
Partnership shall be “AT WILL”.
34. Partners
and LLP to ratify this agreement to
be bound – This
agreement shall become valid to bind the LLP on its incorporation on its being
ratified by all of its partners both for themselves and on behalf of the LLP in
terms of section 23(3) of the LLP Act, 2008.
35. Termination & Dissolution – If
any time owing to losses or any other cause whatsoever, the entire capital of
the LLP shall have been lost or not represented by available assets, a majority
in value of the Partners may require the LLP to be dissolved and wound up as if
the same has occurred by efflux of time.
36. On Dissolution of the LLP,
the LLP shall be wound up with all possible haste and all the estates and dues
and claims of the LLP shall be realized and the money arising from such
realisation of the assets dues and claims of the LLP shall be utilized in the
manner and order mentioned below
FIRSTLY: In
the payment of the costs, charges and expenses of the dissolution and Winding up of the LLP;
SECONDLY: In the payment of debts and liabilities of
the LLP;
THIRDLY: In the payment of Capital of the
Partners.
FOURTHLY: The
balance, if any after making in full and the payment aforesaid in the Manner
and order aforesaid shall be distributed amongst the Partners in Accordance
with their respective share in profits of the LLP.
37. Arbitration – (1) All the matters not expressly provided in this agreement shall
be decided by the consent of all the Partners in writing. Failing that all
disputes and questions about and in connection with the LLP under this
Agreement arising between the Partners or between any one of them and the legal
representative of the Partners or with the LLP at any time and from time to
time, shall be settled by conciliation or by arbitration as provided under the
Arbitration and Conciliation Act, 1996 as if the parties to the dispute have
consented in writing for determination of the same as aforesaid and the
provisions of the said Act apply accordingly.
(2). If any question arises
whether the dispute relates to formation, management or business of the LLP,
the question shall be referred to the arbitrator, whose decision thereon shall
be final.
38. Alteration
or amendment – No
alteration to or amendment or change in this LLP Agreement including any change
of business of the LLP in terms of para 8 of the First Schedule to the LLP Act
shall be valid unless it is reduced to writing as a Supplement to this
Agreement duly accepted by every Partner of the LLP by himself or his legal
representative(s), as on the relevant date of alteration, amendment or change.
39. Entire
agreement, Severability & Waiver
–
(1) The forgoing constitutes the
entire agreement between the Parties hereto on the subject-matter.
(2). 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 on all
parties hereto at the relevant time as a severable part thereof with nothing to
affect the rest of this Agreement.
(3). A failure or a waiver
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 for ever during the term of this agreement nor any delayed exercise of any
right or power or benefit by a Partner or Designated Partner or on their behalf
under this Agreement deemed as a waiver.
IN
WITNESS WHEROF the parties hereto have hereunto set and subscribed their
respective hands on the day and year first herein above written.
SIGNED
SEALED AND DELIVERED By the within
named party of the First Part
(Mr in the presence of
………………………………………………. ]
SIGNED
SEALED AND DELIVERED By the within
named party of the Second Part
(Mr.) in the presence of
………………………………………………. ]
DATE:
PLACE:
