Bp afeerrg TAMILNADU 5 a Sbshunanty a 795424 3 = 19 JUN 2008 VernKabooman te i ‘singer Sheena Sot itp i This Arsment of Lid Libiliy Parmeiip mado t Chem on ay, the 7 dy of mami adtoe Designated Pariner: YASHWANTH KUMAR VENKATARAMAN, Slo VENKATARAMAN CHELLIAH, aged sbout 42 years, Indian Inhabitat, resting Sse at No.14, 5* Drive sea Cliff Conclave, Aidcari, ECR, ‘Cheanai-6001 19, Tamil Nadu, re RESLLP Partner|} WITNESSES the mutual agrcement of the Parties hereto as follows: t ‘THAT THEY shall become Partners who shall be Designated Partners to carry oa i Partnership business as a Limited Liability Partnership (LLP) registered under the Limited Liability Partaership Act, 2008 (LLP Act) with a view 10 sharing profit 4 ‘upon the following terms, ing Year” means the financial year as. defined in the Limited Liability Act, 2008, bd Partner” means any partner designated as ‘Designated Partner’ THA? means any person who becomes a parmer in the Limited Liability Partnership in nce with this Limited Liability Partnership Agreement uw Wi — sib For SIDSPIRE' c= : = Ben. meae ce 351190 age KUMARAvELD “= Stamp Vendor a 9 01.02.03 2011 $6107 leary Cony, Nap Yoshuanth una Nen\adtoctenan & a i ‘Chennai - 690 02 g “AsforSLLP Act” means the Limited Liability Partnership Act, 2008, jj Other terms have same meaning as piven inthe Act. ‘Now this deed witnesses and itis hereby mutually agreed by and between the partis hereto that they have become partners upon the terms and conditions stated recorded herein, namely: NATURE OF _ 1L.This Limited Liability Partnership is ort & Trading of medical and Dental Equipments. Medical & Dental & Materials such as Furnitures and fctings for hospitals & Clinics a WeDATE OF COMMENCEME! 2. The limited liability partnership as constituted under this Deed shall be deemed to have been commenced from the 07™ of September 2020. in Partnership Firm shall be SIDSPIRE VENTURES LLP and the business shall be carried on in the name and style of SUDSPIRE VENTURES LLP and such other name as the partners may from time to time unanimously agree upon subject to approval from the statutory authorities. REGISTERED OFFICE: ‘The limited Liability Partnership business shall be carried on from the premises at 3®? FLOOR,NO 35,15" AVENUE, KAMARAJ NAGAR, ADYAR, CHNNAL- 600020, Tamil Nadu, India and such other premises as the partners may from time agree upon. COMMON SEAL:- 4, ‘The LLP shall have a Common Seal to be affixed on documents as decided by partners under the signature of any two of the Designated Partners. DURATION:- 'S. The Partnership shall come into effect from the date of incorporation of the Limited Liability Partnership, and shall continue to operate thereafter subject to the provisions of the Limited Liability Partnership Act, 2008, until termination of this agreement by consent of all Partners for the time being of the Limited Liability Partnership. c COI IN: The Initial Capital contribution of the Limited Liability Partnership shall be Rs. 1,00,000/- (Rupees One Lakh only). The Parties hereto shall contribute as below as } when called for:- For SIDSRIRE VENTURES x7P \ a ignated Partne:SL ‘Name & Address of the Partners Capital ] No. Contribution 1. | YASHWANTHKUMAR Rs.50,000/- VENKATARAMAN, S/o VENKATARAMAN CHELLIAT, aged about 42 years, Indian Inhabitant, residing at No.14, 5 Drive sea Cliff Conclave Akkari,ECR,Chenai-600119,Tamit ‘Nadu, India. 2. | GOBINATHAN G, S/o Gnanasambandam Rs.50, 00 ramasamy, aged about 45 years, Indian Inhabitant, residing at Flat ‘No4,DNo.12,F1,Nanchil Delight, Ganga ‘Street;Bharath Nagar ,Adambakkam, Chennai, Tamil Nadu-600088. TOTAL Rs.1,00,000/: 17. if at any time after the commencement of the Partnership as Limited Liability Portnership any further capital shall be required for the purposes of the LLP, the seme shail be additionally contributed by the partners then in their respective proportions of capital contribution made, unless otherwise agreed upon by all then Partners, Loans advanced or deemed as advanced by the Partners to the LLP shall not be convertible {nto such capital contribution. For SIDGPIR{ era nated PartnerPROFIT SHARING RATI 8. The net profit or loss of the Limited Liability Partnership Pir arrived at after providing for payment of remuneration to the working partners and interest to partners on the loans given by them shall be divided in the following proportions: SI. No. ‘PARTNERS: 1 | YASHWANTHKUMAR VENKATARAMAN 2 _| GOBINATHAN G Total D TED RS & WORKING PARTNEI 9. Mr. YASHWANTHKUMAR VENKATARAMAN, the designated partner shall be the ‘working partner in the limited liability partnership firm and he shall actively engage himself in carrying out of the business and affairs and he shall be entitled to remuneration as decided by the parmers from time to time by passing resolutions by majority in the meeting of the partners. No remuneration shall be paid to the working partners for any financial year if there is loss in the business. The partners can change ‘the remuneration payable to the working, partners and it is to be decided unanimously. The working partner’s remuneration, for the purposes of taxability of the same in the hands of such working partner, shall not exceed the amount allowable under the relevant provisions of the Indian Income Tax Act 1961. 10. The partners can change the designated partners of the LLP from time to time as ‘deemed fit and can appoint a designated partner within 30 days of a vacancy arising of any reason. 11. Working Partner's attention to business- The working partner of the LLP shall at all times. 1) Protect the property and assets of the LLP: For SI Devote his attention to the said partnership business diligently and faithfully 1d carry on the business for the greatest advantage of the partnership; ated Partner©) Punctually pay his 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 s0; 4) Upon every reasonable request, inform the other partners of al letters, writings and other things which sball come to their hands or knowledge conceraing the business of the LLP ¢) Number of Designated Partners-The maximum number of Designated Partners ‘appointed for the LLP shall be such as mutually agreed upon by the partners. 12. ‘The Designated partners have power to locate, negotiate and purchase and sell any type of assets of the LLP with mutual consent of all the partners. 13. The Designated partners should fulfill all the conditions and requirements es preseribed under the Limited Liability Partnership Act, 2008 and notifications issued under the Act. 14. The Designated Parters shall be responsible for filing all returns, statements, documents ete. as required by the Limited Liability Parmership Act, 2008 and Limited Liability Partnership Rules, 2009. MEETING! 15. The periodic meetings of the partners may be held at the registered office or such other place as agreed upon by the partners. The Designated Partners may decide on the matter of notice, time, place of their meetings and the agenda and the manner of conducting such meetings. The Designated Partners shall ensure that all decisions taken by them, the partners and the LLP are recorded in the minutes book within 30 days of taking such decisions and are Kept and maintained at the registered office of the LLP. The minutes shall be circulated in draft form to the respective participant of the meeting and shall be signed by the respective participant and shall be available for inspection by the partners cir representatives so authorized by the partner. Any two of the partners also can est the designated partners fo convene the meetings of the partners. aterINDEMNITY CLAUSE: 16. The Designated pariner shall be indemnified by the LLP any liability by way of any penalties imposed on the limited liability partnership for any contravention of the provisions of the Limited Liability Partnership Act, 2008 and Limited Liability Partnership Rules, 2009 and notifications issued under the Act. MUTU, 17. It is expressly authorized that the limited liability partnership could apply for and receive any loan or any type of financial facilities which are deemed fit from banks, {financial institutions, firms, individuals and so on. It is further authorized that any one of the designated partners could negotiate on behalf of the limited liability partnership ‘with any bank or financial institutions. It is also authorized that eny one of the designated partners could sign on behalf of the limited Liability partnership on any pertinent papers, documents, statements etc for the purpose of availing any loan or financial assistance from any bank, financial institutions or firms and individuals. 18. Any one of the designated partners of the Limited Liability Partnership could open its any type of bank account with any bank in the name of the Limited Liability Partnership as the partners may from time to time unanimously agreed upon. 19. The bank account of the Limited Liability Partnership firm shall be operated by any person authorized for this purpose by a majority of designated partners from time to time, 20. Business transactions of the 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 eee Lsjgnated PartnerBOOKS OF ACCOUNTS: 24. Books of accounts shall be maintained on the accrual basis as required under the Limited Liability Partnership Act, 2008 and Rules made under the act and shall be kept properly posted upto date and shall not be removed from the place of business of the limited liability partership without the written consent of all the partners. 22, All the partners shall have free access to the hooks of accounts of the limited liability ‘partnership at all times and shall be provided such copies or extract there from at the request of any partner. 23, Partnership profits and losses computed as due shall be charged or credited to the separate income account of each partner. Ifa pariner has no credit balance in the income account, accumulated losses shall be charged to his capital account. AUDIT:. 24, The Statements of Accounts and Solvency of the LLP made of each financial year shell be audited by a qualified Chartered Accountant in practice in accordance with the provisions of section 34(3) of the LLP Act, 2008, together read with, Rule 24 of the LLP Rules & Forms, 2009. It shall be the responsibility of the Designated Partners of the LLP to comply with Rule 24 of the said Rules in every respect. MANA 28. The General Management of the Limited Liability Partnership business shall be carried by the designated partners being working partners except for the Acts, Matters or things to be dealt as stated under clause 23 and 24 26, No partner shall without previous written consent of other partnen(s):~ a, Transfer, assign otherwise encumber his share in the assets or profits of the, bb, Engage or be coneemed or interested in any other business, direc yf or directly as and competing with the LLP and return all profits made by him i nated Partnarco Do any act that may conflict his interest with the interest of the LLP or any of its other Partners; Lend any money or deliver upon credit any af 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 bochalf ofthe LLP except in the ordinary course of its business; Provide unauthorized surety or guarantee for anyone encumbering or otherwise charging or pledging the properties of the LLP; Draw of 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; 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 namo, resources or assets or business connection by carrying on 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 10 For SIDSPI \\+r. Enter into any partnership joint venture, float any subsidiary LLP ot company with the LLP being the promoter or acquirer of interest or control. s. Any partner committing breach of any of the foregoing stipulations shall indemnify other partners and the firm against all losses and expenses on account thereof. ACTS. MATTERS OR THINGS, IF ANY WHICH CAN BE DONE ONLY WITH THE MAJORITY OF THE PARTNERS:- ‘Their right to participate in the management of the LLP shall be as provided in this Agreement and otherwise it is restricted © Ratification of this LLP Partnership Agreement post-incorporation of the LLP; © Any alteration to this LLP Agreem The admission of new Partners; ‘* Appointment of Designated Partner; © Raising further capital, © 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, except expulsion of any partner and change of business which shall require a unanimous decision of all the Partners. In Geciding the above matters, the Partner shall have one vote each irrespective of theirADMISSION OF PARTNER OR PARTNERS:- 27. The partners may admit one or more partners to the business of Limited Liability Partnership with the consent of all the existing parmers on such terms and conditions agreed upon. DEATH OR VOLUNTARY RETIREMENT OF PARTNER: 28 If any Partner dies or have voluntarily retired, a stateinent of account shall be taken and made out of his share of the capital and effects of the LLP add of all unpaid interest add accumulated profits due to him up to the time of his demise or retirement and be paid at the eerliest as may be decided by the Designated Partners of the LLP, subject to required adjustments between his capital account and income account tansactions and transfers made after deducting accumulated losses if any All the date of death or retirement, as the ease 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. EXPULSION OF PARTNER: 29-This provision of this Agreement shall operate as an express agrecment of the Partners. A Partner shall be expelled by a majority decision of the other partners 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 this response; and in that event the Pariner expelled shall be entitled to the benefits of a retiring Partner in accordance with the provisions of this Agreement in that behalf. CONTRACTING ON BEHALF OF THE LLP - 30. All contracting by way of placement of orders for supplies carried out only by the Designated Partners in the manner as fi between them at any time and from time to time. f 12 For SiDSPI re iNOTICE: When such partner is not just and faithful to other. partners and not acting 31. (2) To the LLP - Any notice by the Partners to the LLP may be given by addressing to the LLP and leaving it atthe registered office of the LLP. @) Toa Parmer — Any notice to a Partner shall haye 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. MINUTES: 32, Limited Liability partnership shall ensure that decisions taken by it are recorded in the minutes within thirty days of taking such decisi registered office of the limited liability partnership. and are Kept and maintained at the ARBITRATION AND DISPUTES: 33. All disputes arising between the partners, Partners and legal representatives of the partners or with the limited liability partnership shall be settled by arbitration as provided under the Arbitration and Conciliation Act, 1996 as if the parties to the dispute have consented in writing for resolution by arbitration and application of Provisions of Arbitration and Conciliation Act, 1996. ALTERATION OR AMENDMENT:- 34. No alteration to or amendment or change in this Limited Liability Agreement shall be valid unless it is in writing as a Supplement to this Agreement duly signed by every Partner of the Limited Liability Partner as on the date of alteration or amendment or change.LIMITED LIABILITY PARTNERSHIP ACT PRI 35, Unless the context otherwise requires the general provisions, rules of construction and definitions coniained in the LLP Act, 2008 shall given the construction of this ‘Agreement provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail. OTHERS: =~ 36. All the matters not expressed provided in this agreement shall be decided unanimously by all the partners in writing In witness whereof the partners hereto have hereunto set and subscribed their respective hands the day and year hereinabove writen. PARTNERS: 1) YASHWANTHKUMAR. VENKATARAMAN 2) GOBINATHAN G ‘Witnesses: 1, DR NILAYA REDDY URW BE FLATNO- \LOL, te FLooR TVA QUADRANT 55, LB Roar , ADYAR CHENNAI 600 020 2. MRS. KoveacyA SenTiIL KUMARAN PLOT Nd.43, DoeR NO-3, GT ctREET, TANS! NAGAR VELACHERY, CHENNAI-HD VB