DEED OF PARTNERSHIP

THIS DEED of Partnership is made at Jamshedpur on this 15th day of !!5 "y and "et#een$ Shri Ama% &umar 'upta a(ed a"out 5 years) son of Shri &*&* 'upta resident of &adma) Jamshedpur +Hereinafter to "e ,a%%ed the First Party-. Shri Arindra Nath /ishra a(ed a"out years) son of Shri S*N* /ishra resident of /an(o) Jamshedpur

+Hereinafter to "e ,a%%ed the Se,ond Party-*

0HEREAS the parties to this deed ha1e "een ,arryin( on the "usiness of

Fi%m

and 2ideo produ,tion under the name and sty%e of /3s* 4ee%a Art 5reations #ith its prin,ipa% p%a,e of "usiness at Jamshedpur on the terms and ,onditions in,orporated in the Partnership Deed e6e,uted on 15th day of !!5

AND 0HEREAS 1ita% amendments ha1e "een made "y the Finan,e A,t) 177 in the pro,edure for assessment of firm* 5onse8uent to the said amendment) the parties to this deed had a meetin( and ha1e ora%%y and mutua%%y a(reed to amend and a%ter some of the terms and ,onditions ,ontained in the aforesaid partnership deed #ith effe,t from 19:9 177 *

AND F;RTHER 0HEREAS the parties to this deed ha1e "een ,arryin( on the a"o1e said "usiness in partnership on the terms and ,onditions ora%%y and mutua%%y a(reed amon(st themse%1es as aforesaid.

AND NO0 0HEREAS the parties to this deed desire that the terms and ,onditions on #hi,h they ha1e "een ,arryin( on the a"o1e said "usiness in partnership sin,e !!5

and propose to ,ontinue in future "e redu,ed to #ritin( to a1oid future diffi,u%ties or misunderstandin(*

NO0) THEREFORE THIS DEED 0ITNESSETH as under) in,orporatin( the aforesaid amendment3 a%teration in the terms and ,onditions of the partnership$

1*

That the partnership "usiness has "een and sha%% ,ontinue to "e ,arried on under the name and sty%e of /3s* 4ee%a art ,reations

That the partnership "usiness has "een and sha%% ,ontinue to "e that of Fi%m and 1ideo produ,tion #ith its prin,ipa% p%a,e of "usiness at Jamshedpur* The parties

"y mutua% ,onsent may ,arry on "usiness at su,h other p%a,e or p%a,es) in su,h other name or names and of su,h other nature or natures) as they may deem fit and proper from time to time*

<*

That the amount %yin( to the ,redit of the partners as on 19:9177 sha%% "e deemed as their ,apita% in1estment* Further ,apita%) %oans or deposits %oo=in( to the needs3re8uirements of the partnership firm sha%% "e arran(ed) in1ested or ,ontri"uted "y the partners*

:*

That interest at the rate of 1>? per annum or as may "e pres,ri"ed under se,tion :!+"-+i1- of the In,ome9ta6 A,t) 17@1 or any other app%i,a"%e pro1isions as may "e in for,e in the in,ome9ta6 assessment of the partnership firm for the re%e1ant a,,ountin( period or at a %o#er rate as may "e a(reed to "y and "et#een the

parties from time to time sha%% "e paid to the partners or ,redited to the partners on the amount standin( to the ,redit of the a,,ount of the partners*

Su,h interest sha%% "e ,onsidered as an e6penditure of the firm and sha%% "e de"ited to the Profit A 4oss A,,ount of the firm "efore arri1in( at the di1isi"%e profit or %oss* The interest to persons other than partners sha%% "e paid or ,redited to their a,,ounts at the rate or rates as may "e a(reed to "y and "et#een the partners and su,h persons from time to time*

5*

That Shri Ama% &umar 'upta and Shri Arindra Nath /ishra the parties of the t#o parts ha1e a(reed to =eep themse%1es a,ti1e%y en(a(ed in ,ondu,tin( the affairs of the "usiness of the partnership firm* The said partners sha%% "e #or=in( partners* It is here"y a(reed to that in ,onsideration of the said parties =eepin( themse%1es a,ti1e%y en(a(ed in the "usiness of the partnership firm and #or=in( as #or=in( partners) sha%% "e entit%ed to remuneration*

The remuneration paya"%e to the said #or=in( partners sha%% "e ,omputed in the manner %aid do#n or dedu,tion under se,tion :!+"-+1-) read #ith E6p%anation < of the In,ome9ta6 A,t) 17@1 or any other app%i,a"%e pro1ision as may "e in for,e in the in,ome9ta6 assessment of the partnership firm for the re%e1ant a,,ountin( year* Su,h amount of remuneration sha%% "e distri"uted "et#een the said #or=in( partners in the fo%%o#in( proportion$

A* B*

Shri Ama% &umar 'upta 5! per ,ent of su,h amount Shri Arindra Nath /ishra 5! per ,ent of su,h amount

The partners sha%% "e entit%ed to in,rease or redu,e the a"o1e remuneration and may a(ree to pay remuneration to other #or=in( partner or partners as the ,ase may "e* The partners may a%so a(ree to re1ise the mode of ,a%,u%atin( the a"o1e said remuneration as may "e a(reed to "y and "et#een the partners from time to time*

@*

That the parties hereto sha%% "e true and faithfu% to ea,h other and sha%% not do or ,ause to "e done anythin( #hi,h may "e detrimenta% to the interest of the firm*

C*

That the parties sha%% =eep or ,ause to "e =ept proper "oo=s of a,,ount and do,uments and sha%% ma=e entries therein of a%% re,eipts) payments and other matters as is usua%%y done and entered in the "oo=s of a,,ount =ept "y persons en(a(ed in "usiness simi%ar to that of the firm* Ea,h partner sha%% ha1e a ri(ht to ha1e a,,ess to and to inspe,t and ta=e ,opy of the same*

>*

That the partnership has "een and sha%% "e a partnership at #i%%*

7*

That the net profit of the partnership firm after dedu,tion of a%% e6penses in,%udin( rent) sa%aries) other esta"%ishment e6penses) interest and remuneration paya"%e to the partners in a,,ordan,e #ith this deed of partnership or any supp%ementary deed as may "e e6e,uted "y the partners from time) to time) sha%% "e di1ided and distri"uted amon(st the partners in the fo%%o#in( proportion$

Sr* No*

Name of Party

Share in profits

1* *

Ama% &umar 'upta Arindra Nath /ishra

5!? 5!?

The %osses) if any) in,%udin( %oss of ,apita% suffered in any year sha%% a%so "e apportioned in the a"o1e said proportion*

1!*

That the "an= a,,ount or a,,ounts ha1e "een and sha%% "e maintained in the name of the firm and sha%% "e operated sin(%y or Doint%y "y the partners*

11*

That the "oo=s of a,,ount sha%% "e ,%osed on <1st day of /ar,h ea,h year* The net profit or %oss after dedu,tin( a%% e6penses) interest) remuneration) out(oin(s sha%% "e di1ided "et#een the parties in proportion to the sharin( ratio referred to hereina"o1e*

1 *

That not#ithstandin( anythin( ,ontained in the Indian Partnership A,t it is here"y mutua%%y a(reed to "y and "et#een the parties that in ,ase of death of any one or more partners) the firm sha%% not "e disso%1ed "ut sha%% ,ontinue to "e ,arried on "y and "et#een the sur1i1in( partners and %e(a% heirs and3or representati1es of the de,eased partner) as a ,ontinuin( ,on,ern) on the same terms and ,onditions as in,orporated in this Deed or on su,h terms and ,onditions as may "e a(reed to "y and "et#een them from time to time* It is here"y further ,%arified that it sha%% "e deemed as ,han(e in ,onstitution and not su,,ession*

1<*

That #ith respe,t to any matter ,onne,ted #ith the affairs of the firm) #hi,h is not spe,ifi,a%%y pro1ided for herein) the partners may ma=e su,h a(reements therefor

and may set in su,h manner #ith re(ard thereto as may "e a(reed upon "y and "et#een themse%1es*

1:*

That if the partners deem proper and in their interest) they may admit any other person or persons as partners on the terms and ,onditions as may "e mutua%%y a(reed amon(st themse%1es*

15*

That the partners to this deed are partners in their indi1idua% ,apa,ity3representin( H;F sty%ed as /3s* 4ee%a Art 5reations* The parties do not represent any other person*

1@*

A%% "onds) "i%%s) notes) "i%%s of e6,han(e) hundies or promissory notes or other se,urities (i1en on "eha%f of the partnership +e6,ept ,he8ues- sha%% "e si(ned) endorsed) a,,epted or e6e,uted Doint%y "y a%% the partners and any "ond) "i%%)

note) "i%% of e6,han(e) et,* to #hi,h any partner may "e a party ,ontrary to this pro1ision sha%% "e deemed to ha1e "een on the persona% a,,ount of su,h partner and he sha%% pay and dis,har(e the same out of his o#n moneys and indemnify other partners and the firm a(ainst payment thereof and a(ainst a%% a,tions) pro,eedin(s) ,osts) ,har(es) e6penses) ,%aims and demands in respe,t thereof*

That the said partners sha%% not "e,ome and sha%% not "e %ia"%e for any ,rimina% a,tion for any defau%t or offen,e ,ommitted "y other partners or emp%oyees or authorised representati1es of the firm under the In,ome9ta6 A,t) 5ustoms A,t)

Forei(n E6,han(e Re(u%ation A,t) Sa%es ta6 4a#s or other 5entra% or State A,ts) %a#s) Ru%es or Re(u%ations*

1>*

That the partners sha%% "e entit%ed to modify the a"o1e terms re%atin( to remuneration) interest) et,* paya"%e to partners "y e6e,utin( a supp%ementary deed and su,h deed #hen e6e,uted sha%% ha1e effe,t un%ess other#ise pro1ided from the first day of a,,ountin( period in #hi,h su,h supp%ementary deed is e6e,uted and the same sha%% form part of this deed of partnership*

17*

That a%% disputes and 8uestions in any ,onne,tion #ith the partnership or this deed arisin( "et#een the partners or "et#een any one of them or their %e(a% representati1es and #hether durin( or after the partnership) sha%% "e referred to the ar"itrator in a,,ordan,e #ith the pro1isions of the Ar"itration and 5on,i%iation A,t) 177@ then in for,e* IN 0ITNESS 0HEREOF the parties to this deed ha1e set their hands on the day

and year first a"o1e #ritten and in the presen,e of$

Amal Kumar Gupta

Arindra Nath Mishra 0ITNESSES. 1*