LLP AGREEMENT

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

THIS Agreement of LLP made on 1ST Day of August , 2023

BETWEEN

1. SANKAR CHARAN DAS (Designated Partner) S/o Ambika Charan Das,

residing at House No. 59, Zoo Narengi Road, Geetanagar, Guwahati-
781021, Dist.: Kamrup Metro Assam, which expression shall, unless it be
repugnant to the subject or context thereof, include his legal heirs,
successors, nominees and permitted assignees and hereinafter called the
FIRST PART,

2. MUKUND MADHAB BUDDHA (Designated Partner) S/o Mathura Deka

, resident at House No. 59, Zoo Narengi Road, Geetanagar, Guwahati-
781021, which expression shall, unless it be repugnant to the subject or
context thereof, include his legal heirs, successors, nominees and
permitted assignees and hereinafter called the SECOND PART,

3. KAMALESH DEKA (Designated Partner) S/o Sri Arabinda Deka,

resident of Fatasil Ambari Road, House No. 3, Puza Puravi, Kumarpara
Guwahati – 781001 Dist.: Kamrup Assam, which expression shall, unless
it be repugnant to the subject or context thereof, include his legal heirs,
successors, nominees and permitted assignees and hereinafter called the
THIRD PART,

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 THAT all the Parties referred to above shall be the Designated Partners of
the DWARAVATHY DEVELOPERS LLP, Incorporated under the Limited
Liability Partnership Act 2008, herein after referred to as “the LLP”.

WHEREAS the above-mentioned PARTIES have mutually agreed to carry

on the business of construct, execute, carryout, equip, support maintain,
operate, work, develop, administer, manage all kinds of Construction
works, supply of Construction materials (both government and private),
Contract Supply, Construction, more particularly described in the
paragraph or any other business in any other manner as may be decided
by the Partners.

Further, the liability of the Partners would be limited to the extent of their
contribution only, except in case of frauds or any other unauthorized
action or anything done or action taken which is not considered as taken
in the ordinary course of business and in such cases, such parties shall be
responsible.

Now the First, Second, Third party are agreed to form a Limited Liability
Partnership under the Limited Liability Partnership Act, 2008 and that they
intend to record the terms and conditions of the said formation.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:-

1. That business of the LLP shall be carried on in the name and style of
“DWARAVATHY DEVELOPERS LLP”. Any change in the name of the
LLP shall be notified to the registrar by the designated partners in
accordance with the provisions of the LLP Act 2008 and the rules made
thereunder

Parties to LLP Agreement Designation Percentage of Profit /Loss Sharing

Ratio

First Party – SANKAR CHARAN Designated 50.00 %

DAS Partner

Second Party - MUKUND Designated 50.00 %

MADHAB BUDDHA Partner

Third Party – KAMALESH DEKA Designated 0.00 %

Partner

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 2. That the First Party and the Second Party will share profit and loss equally
and the Third Party will be entitled to share an amount as decided
mutually between all the partners in the resolution passed in the meeting.
Moreover, the Third Party will not bear any loss if any arising from
business.

3. That the First Party and the Second Party will be entitled to get 12%
Interest on Capital and Remuneration as per the limits mentioned in the
Income Tax Act. In case of loss, no partner will be entitled for Interest on
Capital and Remuneration.

4. That the LLP shall have its registered office at House No. 59, Zoo Narengi
Road, Geetanagar, Guwahati- 781021, Dist.: Kamrup Metro Assam India
and/or at such other place or places, as shall be agreed to by the majority
of the partners from time to time.

5. That the Contribution of the LLP shall be Rs.1,50,000/- (Rupees One Lakh
Fifty Thousand Only) and the first and second party shall contribute in its
equity at an agreed proportion as described above.

6. That the main object of the LLP shall be to carry on the business
construct, execute, carryout, equip, support maintain, operate, work,
develop, administer, manage all kinds of Construction works, supply of
Construction materials (both government and private), Contract Supply,
Construction, Works Outdoors...etc.

7. That the payment of Remuneration, if any, to the Partners shall be in

accordance with the LLP Act 2008 and the capital so contributed shall not
earn any interest. However, the partners may take interest at a mutually
agreed rate at any later date which shall be credited to their respective

8. capital account.

9. In case any liability arises due to default made by any of the Partner, the
Partner to default shall have to bear the cost of that liability.

10. That all the Partners of the LLP are entitled to share profit and losses in
the ratio of their respective contribution in the LLP.

11. That a Person may be introduced as a new partner with the consent of the
existing majority partners. Such incoming partner shall give his/her prior
consent to act as Partner of the LLP

Rights of Partner

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 12. That all the partners hereto shall have the rights, title and interest in all the
assets and properties of the LLP in the proportion of their Contribution.

13. That every partner will have the right to access and to inspect and copy
any books of the LLP.

14. That each of the parties hereto shall be entitled to carry on their own,
separate and independent business as hitherto they might be doing or
they may hereafter do as they deem fit and proper and other partners and
the LLP shall have no objection thereto provided that the said partner has
intimated the said fact to DWARAVATHY DEVELOPERS LLP before the
start of the independent business and moreover he shall not use the name
of the LLP to carry on the said business.

15. That the LLP shall have perpetual succession. Death, retirement or
insolvency of any partner shall not dissolve the LLP.

16. That on retirement of a partner, the retiring partner shall be entitled to full
payment in respect of all his rights, title and interest in the partner as
herein provided. However, upon insolvency of a partner his or her rights,
title and interest in the LLP shall come to an end. Upon the death of any of
the partners herein any one of his or her heirs will be admitted as a
partner of the LLP in place of such deceased partner. The heirs, executors
and administrators of such deceased partners shall be entitled to and shall
be paid the full payment in respect of the right, title and interest of such
deceased partner.

17. That on the death of any partner, if his or her legal heir opts not to become
the partner, the surviving partners shall have the option to purchase the
contribution of the deceased partner in the DWARAVATHY
DEVELOPERS LLP.

Duties of Partners
18. That every partner shall account to the limited liability partnership for any
benefit derived by him without the consent of the limited liability
partnership from any transaction concerning the limited liability
partnership, or from any use by him of the property, name or any business
connection of the limited liability partnership.
19. That every partner shall indemnify the limited liability partnership and the
other existing partner for any loss caused to it by his fraud in the conduct
of the business of the limited liability partnership.

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 20. That each partner shall render true accounts and full information of all
things affecting the limited liability partnership to any partner or his legal
representatives.
21. That in case any of the Partners of the LLP desires to transfer or assign
his interest or shares in the LLP, he has to offer the same to the remaining
partners by giving 15 days notice. In the absence of any communication
by the remaining partners, the concerned partner can transfer or assign
his share in the market.

22. That no partner shall, without the written consent of the LLP--

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

II. Lend money or give credit on behalf of the LLP or to have any dealings
with any persons, company or firm whom the other partners 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.

III. Enter into any bond or becomes surety or security with or for any person
or do knowingly cause or suffer to be done anything whereby the LLP
property or any part thereof may be seized.

IV. 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 the other partners.

Meetings
23. That the meeting of the Partners may be called by sending prior notice to
all the partners at their residential address or by mail at the Email ids
provided by the individual Partners in written to the LLP, Provided the
meeting be called at shorter notice, if majority of the partners agrees in
writing to the same either before or after the meeting.
24. That 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 partners.
25. That the meeting of the Partners may be conducted through
Teleconferencing with the written consent of all the partners,
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 26. That the LLP shall ensure that decisions taken by it are recorded in the
minutes within thirty days of taking such decisions and are kept and
maintained at the registered office of the LLP.
27. Each partner shall--

I. Individually pay and discharge the separate debts and engagement and
indemnify the other partners and the LLP against the same.

II. Each of the designated partners shall give time and attention as may be
required for the fulfillment of the objectives of the LLP and they all shall be
the working partners.

Duties of Designated Partner

28. That the Designated Partners shall act as authorised representative of the
LLP in terms of the requirement of the Limited Liability Partnership Act,
2008.
29. That the Designated Partners shall be responsible for the doing of all acts,
matters and things as are required to be done by the limited liability part-
nership in respect of compliance of the provisions of this Act including
filing of any document, return, statement and the like report pursuant to
the provisions of Limited Liability Partnership Act, 2008.
30. That the Designated Partners shall be responsible for the doing of all acts
arising out of this agreement.
31. That the LLP shall pay such remuneration to the Designated Partner as
may be decided by the majority of the Partners, for rendering his services
as such.
32. That 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.

Cessation of existing Partners

33. That the Partner may cease to be partner of the LLP by giving a notice in
writing of not less than thirty days to the other partners of his intention to
resign as partner.

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 34. That no majority of Partners can expel any partner except in the situation
where any partner has been found guilty of carrying of activity/business of
the LLP with fraudulent purpose.
35. That the LLP can be wounded up with the consent of all the partners
subject to the provisions of Limited Liability Partnership Act 2008.

Extent of Liability of LLP

36. That the LLP is not bound by anything done by a partner in dealing with a
person if—

I. the partner in fact has no authority to act for the LLP in doing a particular
act; and

II. the person knows that he has no authority or does not know or believe him
to be a partner of the LLP.

Miscellaneous Provisions

37. That the limited liability partnership shall indemnify each partner in respect
of payments made and personal liabilities incurred by him—

I. In the ordinary and proper conduct of the business of the limited liability
partnership; or

II. In or about anything necessarily done for the preservation of the business
or property of the limited liability partnership.

38. That the books of accounts of the firm shall be kept at the registered office
of the LLP for the reference of all the partners.
39. That the accounting year of the LLP shall be from 1st April of the year to
31st March of subsequent year. The first accounting year shall be from the
date of commencement of the LLP till 31st March of the subsequent year.
40. That unless the LLP is exempt from Audit under the LLP Act, the
designated members may :
a. Appoint the auditors of the LLP
b. Re-appoint the auditors in accordance with the provisions of the Act.
c. Fix the remuneration of the Auditors
d. Remove the auditors from office.
41. That it is expressly agreed that the bank account of the LLP shall be
operated by the Designated Partners singly and jointly.
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 42. That the goodwill of the firm is the property of the firm and shall belong to
the firm only.
43. That all disputes between the partners or between the Partners and the
LLP arising out of the limited liability partnership 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, 1996 (26 of
1996).
44. That subject to mutual consent of all the partners of LLP, the LLP deed
may be amended/altered with a supplementary deed as and when
necessary.

IN WITNESS WHEREOF the parties have put their respective hands the
day and year first hereinabove written:

Signed and delivered by the

For and on behalf of

DWARAVATHY DEVELOPERS LLP

Designated Partners and Partners Witness:

1. SANKAR CHARAN DAS Name:

Address:

2. MUKUND MADHAB BUDDHA Name:

Address:

3 KAMALESH DEKA Name:

Address

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