PARTNERSHIP DEED

THIS PARTNERSHIP DEED EXECUTED AT CHENNAI ON THIS

TH
.18 DAY OF AUGUST 2010 BY AND BETWEEN:

1. SHASHANK aged about 25 years S/o Dr. SHREE NIWAS residing at

# Room No 558, Pampa Hostel, IIT Madras, Chennai – 600 036 herein
after referred to as party of the First Part and;
2. ABHISHEK VERMA aged about 23 years S/o. G. R. VERMA, residing at
#Room No 222, Tamraparani Hostel, IIT Madras, Chennai – 600 036
hereinafter referred to as party of the Second Part;
3. AMIT KUNAL aged about 24 years S/o. JAI PRAKASH MANDAL,
residing at #Room No 301, Tamraparani Hostel, IIT Madras, Chennai –
600 036 hereinafter referred to as party of the Third Part;
4. PRADEEP GOND aged about 24 years S/o. KHIRODBALA GOND,
residing at #Room No 547, Tamraparani Hostel, IIT Madras, Chennai –
600 036 hereinafter referred to as party of the Fourth Part;
5. PUNEET KUMAR aged about 24 years S/o. RAM DAS, residing at
#Room No 339, Pampa Hostel, IIT Madras, Chennai – 600 036
hereinafter referred to as party of the Fifth Part;

Whereas the above Partners are into the business of EDUCATIONAL SERVICES in
the name and style of “SOCHH” (hereinafter referred to as “Firm”)

And whereas, the parties have now decided to reduce the terms and conditions of
partnership into writing for the best interest of the firm as well as the partners.

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NOW THIS DEED OF PARTNERSHIP WITNESSETH AS FOLLOWS:

1. NAME

The name and style of the partnership firm shall be “SOCHH” and the name may
be changed hereafter into some other name as and when desired by the
partners.

2. NATURE OF PROFESSION

That, partnership shall at present, be that of business of rendering services in

the fields of education / business as may be decided by the partners from time to
time.
3. PLACE OF BUSINESS

That, the Principal office of the partnership firm shall be situated at # Level 3, C-
TIDES, Department of Management Studies, Indian Institute of Technology
Madras, Chennai 600 036 or at such place/s as may be determined by the
partners from time to time.

4. i) CAPITAL

a. The initial capital of this partnership business shall be of `30,000.00

(Rupees Ten Thousand only) and the same shall be contributed as follows:
AMOUNT (`)

Mr SHASHANK 10000.00

Mr AMIT KUNAL 5000.00

Mr. ABHISHEK VERMA 5000.00

Mr. PRADEEP GOND 5000.00

Mr. PUNEET KUMAR 5000.00

b. The partners may vary their capital proportions including providing of

additional capital in such manner and in such proportions as they may
decide upon from time to time.

4. ii) LOAN

Partners may provide loan to the firm, from time to time as may be required
by the firm and subject to the consent of all the Partners in writing along with
the terms and conditions.

4. iii) Interest at the rate of 12% p.a. or such rate as may be prescribed under
Section 40(b) (iv) of the Income Tax Act, 1961, or any other applicable
provisions as may be in force for the Income Tax Assessment of the
Partnership firm for the relevant accounting period, shall be payable by the
Partnership on the amount standing to the credit of the Capital and/or Current
or Loan Account of the Partners.
The Partners shall be at liberty to increase or reduce the above rate of
interest from time to time. The Partners shall be entitled to modify any of the
terms relating to remuneration, interest, etc., payable to the Partners by
executing a supplementary deed and any such deed when executed shall
have effect, unless otherwise provided, from the first day of the accounting
period in which such supplementary deed is executed and the same shall
form part of this deed of partnership.
5. BANK ACCOUNT

That, the partners may open Bank account/s in the name of the firm at the place
of Principal office and / or such other place as may be decided by the partners
from time to time. The Bank accounts on behalf of the firm shall be operated
jointly or severally by any of the Partners hereto or such other person / persons
as may be authorised by the partners.

6. PROFIT & LOSS SHARING

The net profit of the partnership business as per the account maintained by the
partners after deduction of all expenses relating to the business and other
business as may carried by the firm, salaries and other establishment expenses
as well as interest and remuneration payable to the partners in accordance as
may be executed by the partners shall be divided and distributed amongst the
partners equally. The loss, if any, including loss of capital suffered in any year
shall be apportioned equally. In the event of any tax liability on the firm, the same
shall be borne by the Partners, in proportion to their respective revenue /
payments from the firm.

7. MANAGEMENT

All the partners are authorised to act represent and to transact on behalf of the
firm, subject to this agreement and the agreement for sharing of revenues and
expenses and the rights and liabilities of the Partners as may be executed
between the partners.

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8. REMUNERATION

All the parties have agreed to work in the partnership & shall be working partners
actively engaged, participation and attending to the conduct of the affairs of the
firm as contemplated under the Income Tax Act, 1961 as amended. It is hereby
mutually agreed by parties hereto that in consideration of the aforesaid parties
devoting their time attention to the business of the firm and working in partnership
the shall be entitled for their services to remuneration as mentioned herein below
and same shall be payable by the firm.

PARTY OF THE FIRST PART ` 30,000 p.m.

PARTY OF THE SECOND PART `s30,000 p.m.
PARTY OF THE THIRD PART ` 30,000 p.m.
PARTY OF THE FOURTH PART ` 30,000 p.m.
PARTY OF THE FIFTH PART ` 30,000 p.m.

In the event of insufficiency of funds a lesser salary shall be drawn this will be in
the same proportion as above. The Salary to the partners can be enhanced by
mutual consent amongst the partners from time to time. Such increase in
remuneration can be recorded by means of an amendment deed to this
partnership deed.
 In case of more profit the remuneration will be as stipulated by section 40 (b) of
the Income Tax Act 1961 as follows or as prescribed from time time:

First Rs. 1,00,000/- – 90%

Next Rs. 1,00,000/- – 60%
On the rest – 40%

10. ADMISSION OF PARTNERS

That, the new partners can be admitted only with the unanimous consent of all
the partners.

11. DURATION OF THE FIRM

That, the partnership shall be ‘ PARTNERSHIP AT WILL`

12. ACCOUNTS

That, the proper books of accounts and records shall be kept, at the Principal
office of the Partnership Firm recording all its incomings and outgoings and also
all its assets and liabilities. The books of account of the firm shall be closed on
31St March every year and the statements like Profit and Loss Account and
Balance Sheet shall be prepared as at that date and shall be signed by the
Partners. Every Partner shall have free access to the books of accounts, all
documents and records at all hours of business and shall be at liberty to inspect
copy or take extract of the same.

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13. BORROWINGS

That, any partner is authorised to raise loans from time to time, from Bank/s or
Private Financiers, only with the written consent of other partner/s, such sums of
moneys may be necessary for carrying on the business of partnership firm by
offering partnership assets as security if necessary and effect repayment thereon
from the resources of the Partnership firm.

14. No partner shall without the consent of the other partner/s in writing: -

(a) Assign or change or transfer his interest in the firm;

(b) Enter into any agreement whereby the partners may be liable;
(c) Except in the ordinary course of the business, dispose by loan, pledge, sale
or otherwise or any other partnership property.

15. RETIREMENT

That any partner can retire voluntarily or at the instance of other partners from
the firm by giving one month notice to the other partner/s intimating the intention
to severe his connections with the firm. On such intimation being received by the
firm, the account books of the firm shall be brought up to that date and Balance
Sheet to be made up. The outgoing partner/s shall be paid his share of profits
 after adjustment towards his debts if any, to be paid to the firm in accordance
with the agreement as may be executed between the partners for sharing of
revenues and expenses and the rights and liabilities of the Partners and after all
the claims and dues of and or against the firm is satisfied, that partner shall be
deemed to be free from the partnership and the other partner/s shall be entitled
to continue the business of the partnership. The outgoing partners may be
compensated in addition to their normal share of profit as may be mutually
agreed by the partners.

16. DISQUALIFICATION

A partner who has been disqualified from any of the professional body,
subsequent to a disciplinary proceeding or otherwise, or who has been
sentenced to imprisonment by any court shall cease to be a partner.

17. DISSOLUTION

That, the firm shall not be dissolved by reason of retirement, insolvency, disability
or death of any partner and in such an event, the balance standing to their
capital/current accounts shall be paid to his legal heirs/representatives as the
case maybe and that partner shall be entitled towards goodwill calculated as
decided by the partners.

18. ARBITRATION

That, in case of dispute or difference of opinion arising between the partners, the
same shall be settled by mutual negotiations, failing which shall be resolved in
accordance with provisions of the Arbitration and Conciliation Act, 1996 and none
of the partners shall be entitled to approach the Court of Law and during the
pendency of such Arbitration Proceedings, none of the partners shall obtain any
injunctions of stay to paralyse the existence of the business of the firm.

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19. ANY OF THE ABOVE TERMS MAY BE VARIED, ALTERED, AMENDED,

SUBSTITUTED, ADDED OR DELETED BY MUTUAL CONSENT OF ALL THE
PARTNERS IN WRITING.

20. SAVINGS

That, except to the extent specifically stated in the aforesaid clause, all the other
provisions of INDIAN PARTNERSHIP ACT, 1932 (IX OF 1932) as amended up to
date shall apply to this firm.

That, the partnership, firm as per this deed came into force with effect from
18th August 2010.

IN WITNESS WHEREOF, WE THE PARTNERS OF THIS DEED DO SOLEMNLY

DECLARE THE TERMS AND CONDITIONS STIPULATED IN THIS DEED BE
AGREED BY US AND IN TOKEN OF OUR ACCEPTANCE WE SIGN THIS DEED IN
PRESENCE OF WITNESSES ATTESTING.
PARTIES TO THE DEED WITNESSES:

(.................................) 1.

(.......................................................... 2.