Fay 55 aPodeen uiten are = BENGAL eee ' SUPPLEMENTARY LLP AGREEMENT OF PURAHSARA STRATEGIST LLP peat SS ATEGIST LLP , (As per Section 23(4) ofthe Limited Liability Partnership Act, 2008) This Agreement of LLP made at Parganas South this, 19” Day of Dec 2022. BETWEEN + Mr. Sukanta Ghosh Son of Kamal Chandra Ghosh residing at 104/F, Dr Lal Mohan Bhattacharjee Road, Kolkata - 700014, West Be, sik Page 10116 BLE nna | fee bad Roy Arto gateANON IU Aes Senor 7p Serene Naietinnt soreness i 4 user WAR A WEST BENGAL AG 753928 £ : 2 Mr, Rahul Sinha Son of Samir Kumar Sinha residing at 44, Sharat Pally, Boral Main Road, Garia, Nr Mother Teressa T B Hospital, Kolkata - 700084, West Bengal which 2 pression shal, unless It be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and heveinatter ' called the SECOND PARTY, and . 3. Mr. Shambhu Prasad Adak Son of Shantiram Adak residing at Shiborambati, ‘ Salorambati, Hooghly ~ 712408, West Bengal which expression shal, uni, : TepuEnant tothe subject OF contest thereo, include thei egal heirs, suc, nominees and permitted assignees andhercinater called the Tiko pagry ape g (THE FIRST, SECOND & THIRD PARTY SHALL BE CoLLECTivety REFERRED TO AS PARTNERS) SSRN the ested Lsbiny Portree wn (UE é 2008 intend to write down the terms and conditions of the sais formation and ‘ ‘ Page 2 of 17 ; : Shanttn ° 6, ‘ Bivona de, Loi ML VEA, me tad AdyLOWS: ITIS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FO} 4, LUPIN {timited Lisbity Partnership Identification Number): RA Liability Partnership shall be carried on in the name and style of M/s. PURAHSAt T LLP and hereinafter called as LP. sly ~712409, West Bengal and/or at such other ‘of the partners from time to time. declare any other address as its address,o * majority of for service of documents, under sub-section (2) of section 13. The consent of 3/4°° masoriy 0 partners shall be required for such declaration. 6. Business of the LLP shall be: To carry on the business of research based training on bridging | gap in the core engineering sector which presents opportunities for mechanical, civil and “electrical, metallurgy, chemical, mining and instrumentation engineers. The company strategize and grow It will provide the candidates an ecosystem for learning and get ‘in the industry. It wil strategize to bridge the gap between industry and academia. Nature of Capital Contribution Contribution i {in Rupees) shal be Rs. 1,00,000(0ne Lac) which shat! bethe majority of the ‘agreed and decided by J existing capital contribution ratio or at any ratio as a8! 8 Partners. eration to the of the LLP arrived at after providing for payment of remun vee : wen ‘or designated Partners and interest to Partners on the loan by the Partners in the following ratio after 2 years. Name of the Partner Profit/Loss Percentage Till2 years al losses will be borne by the LLP ang borne ‘will provide a power of attorney. In absence of suchS.No. | Name Mr. Sukanta Ghosh 09623470 ‘required to be done by a designated partner in respect of the compliance of the LLP Act: d partner to obtain a DPIN (Designated Partner Identification Number). d Partners to give at least 30 days prior notice before resigning from the LLP. nt of the Designated Partner is obligatory before becoming a designated partner. ‘Partner shall cease to be a partner in accordance with the LLP agreement and not Partner to file notice of resignation with the Registrar if he/she has reason to LLP would not file the same with Registrar. have the following powers:in the said LLP in the proportion of 1. The rights title and interest in all the assets and properties in the said tt bs their Contribution to the Capital of the LLP. LLP, unless itis proved 2, Shall have access to and rights to inspect and copy Account books of the detrimental to the functioning of the LLP. 3. Engage or dismiss employce/s of the LLP, Each of the Partner hereto shall be entitled to carry on their own, separate and independent business as hitherto he/she might be doing or he/she may hereafter do as they deem fit and proper and other Partners and the LLP shal have no objection thereto provided that the said Partner has intimated the said fact to the LLP before the start ofthe independent business and ‘moreover he/she shall not be engaged in any business which is same or similar to the nature of | business in which LLP is engaged and shall not directly or indirectly use the name of the LLP to ‘earty on the said independent business. any Partner shall advance any sum of money to LLP over and above his/her due contribution ‘to Capital, the same shall be a debt due from the LLP to the Partner advancing the same and ‘shall carry simple interest at the rate of 12 (Twelve) % per annum or any other rate as may be decided by the Partners. |have perpetual succession. So, death, retirement or insolvency of any Partner shall r the retiring Partner shall be entitled to full payment in respect of interest in the LLP. However, upon insolvency of a Partner his/her bbe admitted as a Partner of the LLP in place of such rs and administrators of such deceased Partner shall be in respect of the right, title and interest of suchPartner, the surviving 8. On the death of any Partner, if his/her heir opts not to become the Pat it rtner in the LLP. Partners shall have the option to purchase the contribution of the deceased Pat B. Duties of Partners: ‘decided, all the Partners hereto shall have the following duties: ‘shall be just and faithful to the other Partners in all transactions relating to the shall render true accounts and full information of all things affecting the LLP to shall account to the LLP for any benefit derived by him/her without the of the LLP of any transaction concerning the LLP, or for any use by him/her of the ‘or any business connection of the LLP. Pay and discharge the separate debts and engagement and indemnify the other the LLP assets against the same and all proceedings, costs, claims and demands ime and attention as may be required for the fulfillment of they all shall be the working partners, doing all the acts required to be done in accordance Partnership (LLP) Act 2008. with LLP and has the same rights and 5 a person who is not a Partner has.(ji) Mutual Rights & Duties of Partners: Rights and Duties ofthe Partners shall be governed by the AP agreement. the LUP Agreement from time to ime, i any, must be filed wath the Regie of LLP. ti he ting made before incorporation of LLP may be binding, if ratiied By all the after incorporation. and he/she shall eve ‘cease to be a Partner in accordance with the LLP agreement, notice to the LLP. hall nt have any right to interfere in future working of the LLP. shall intimate tothe UP any change in his/her name, address or other details | Rights & Duties of LLP and Partners: will be agents of LLP but not that of other Partners. Partners have no liablity i Partner does anything: ‘no authority. the Partner knows or has reason to believe that the Partner ‘not be liable to any person, if 2 Partner does something which is wrongtul by Partner shall be personally liable. shall solely be that of LLP and not that of wrongtul act, deed or omission dane byother Partner/s. ‘decided, no Partner shal written consent of majority of Partners, holding Capital of 51% of the total Capital transfer oF assign his/her interest or capital contribution in the LLP to any third ‘than the existing Partners. money, goods or effects of the LLP or pledge the credit thereof except in the ‘of business and on account of or for the benefit of the LLP. ‘any bond or become sureties or security with or for any person or do knowingly ‘suffer to be done anything whereby the LLP's property or any part thereof may be tgage or charge his/her share in the LLP or any asset or property thereof or make r person a Partner therein. in full) release of discharge any debt due all the other Partners, Person oF knowingly cause or sutter to beAz. Management & Administration; {W Acts, matters or things to be done by Partiers with the ‘consent of all other Partners: rtner to! ‘Unless otherwise decided, authorizing iret oF indirectly in any business competing wt that of he UP x compound or (except upon payment in ful) relcase or dnchatRe any debt due ‘or give credit on behalf of the LLP or to have any dealings wath any person, ‘or fim whom the other Partner/s or the LLP previously in waiting have forbidden «(0 with, ‘mortgage or charge his/her share in the LLP or any asset or property thereof or make person a Partner therein, ‘or things to be done with the requisite number or percentage of Partners: ‘may, In addition to the registered office address, declare any other address as its service of documents, under sub-section (2) of section 13. The consent of majority individually or collectively holding 75% or more of the Capital of the LLP shall be -such declaration. the Partners and signed by any two of the Partners.{iu) Procedure for calling, holding and conducting meetings: 4. The meeting of Partners may be called by giving 2 days notice. n case i any urgent meeting is called the notice requirement is to be ratified by all the Partners. 2. The meeting ofthe Partners may be called by sending 2 days prior notice to all the Partners at their residential address or by email or by fax oF in case of urgent meeting the same & an be Partners subsequently. 3, The matter discussed in the LLP meeting shall be decided by a resolution passed by 2 maiorty {51% or more share in Capital of LLP) or special majority (75% or more share in Capital of LF) {in votes of the Partners, and for this purpose, each Partner shall have voting rights equal 10 his/her/its Capital Contribution ratio. 4, 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 special majority of Partners. |S. Subject to and so far as it is permitted by the Law, any meeting of the Partners can be held by [participation of the Partners through tele-conferencing, video conferencing where the Partners are at different places, provided that each Partner who participates is able: To hear each of the other participating Partners or members addressing the meeting: ang 50 wishes, to address all the other members or Partners simultaneously, whether ‘by conference telephone, videophone or by any other form of communications “equipment (whether in use when this Agreement is executed or developed subsequently) or by a combination of those methods; “Ameeting hel in this way shall be deemed to be taken place where the largest group of ers oF Partners is assembled or, if no such group is readily identitiadie,pat at the place from where the Chairman of the meeting participates f 6 The LLP shall ensure that decisions taken by it are recorded in the minutes within 30 days of ‘taking such decisions and are kept and maintained at the registered office of the LLP or at any ‘as may be decided by the Partners from time to time. may have @ common seal to be affixed on documents as defined by majority of the. ‘under the signature of any one of the Partners. LLP shall indemnify and defend its Partners and other officers from and against any and in connection with claims, actions and proceedings (regardless of the outcome), loss or settlement thereof, whether civil or criminal, arising out of or resulting ‘their respective performances as Partners and officers of the LLP, except for the grass ‘or willful misconduct of the Partner or officer seeking indemnification. indemnify each Partner in respect of payments made and personal liabilities ‘conduct of the business of the LLP; or ly done for the preservation of the business or property of ‘the LLP and the other existing Partner/s for any loss caus: ithe business of the LLP. ed to Resignation of Partners:A. Admission of Partner 1 of Partners, 4. New Partner shall not be introduced without the consent of spec ial majority ‘holding Capital of $1% or more, whether of the LIP. Such incoming partner shall Riv ld indwidually or collectively, of the total fe his/her/its prior consent 10 act as of the LLP. i T Contribution of the Partner may be tangible, intangible, moveable or immoveable land the incoming Partner shall bring minimum capital contribution of cash or 1” for value equivalent to Rs. 1,45,000 @ 1% Equity Cessation, Expulsion & Resignation: to give at least 30 days prior notice before resignation. Partner can be expelled from the LP by unanimous majority of other Partners OR of Partners, holding Capital of 51% OR more, whether held individually or /,0f the total Capital of the LLP. of Partners on Admission, Retirement, Cessation, Expulsion or Resignati not discharge the Partner from obligation to LLP or any other Partner or which he/she incurred while being a Partner. to be a Partner, unless contrary to the LLP Agreement, the ceasing oF ‘or any other person entitled on his/her behalf to his/her share an Of ceasing or outgoing Partner shall be entitled to an Contribution (+) percentage of pro-rata share in the se of pro-rata share in the Accumulated Losses &or between the Partner and the LLP arising out of the ue in terms of this Agreement shall bi jon and Conciliation Act, 1996 (26 of 1996) 1. All disputes between the Partners, ‘which cannot be resolved i ye referred for as per the provisions of the Arbitrati ) for in force or any other statutory modification ar re-enactment thereof perpetual succession. So, death, retirement or insolvency of any partner shall the LLP. 2008 and the ry winding up of the LLP shall be as per the provisions of the LLP Act, time being in force or any other statutory modification or re-enactment thereof. office from one place to another by following the procedure and/or the Rules for the time being in force or any other ffice address, declare any other address as its (2) of section 13. The consent of majonty ‘or more of the Capital of the UP shall berequired for such declaration. 3. Change in the name of the LLP: limited lability partnership may change its name by following the procedure as laid down UP Act, 2008 and the Rules for the time being in force or any other statutory for re-enactment thereof, Jof an Auditor: Gf a LLP may remove an Auditor, if any, from office at any time by following the as laid down in the LLP Act, 2008 and the Rules for the time being in force or any ‘modification or re-enactment thereof. bby and in between the Partners that all the working partners will be entitled to as per the provisions of Section 40(b) of the Income Tax Act, 1961 and made thereto, And accordingly all the Partners are working Partners, uniess specifically decided by the Partners.Boron FAM Goll RELe Mr. Rahul Sinha Designated Partner see ARES PASTS ied ted Sfo Me. age: GD Add: Foo Green Tousen Ted pvt to esi Oce: weewree