LIMITED LIABILITY PARTNERSHIP AGREEMENT

THIS AGREEMENT OF LIMITED LIABILITY PARTNERSHIP is made and entered into at

Haryana on this ….......... day of December, 2021 by and between:

1. Prashant Mann, S/o Shri Narender Mann, residing at H. No. C- 3356 F/L, Road No.
156,Gurudwara Road Green Field Colony Sector - 41, Faridabad, Haryana-121009. (hereinafter
referred to as party of the first part)

AND
2. Ritik Yadav,S/o Shri Muni Lal Yadav, residing at H. No. E- 232, Gali No. 6A , Sangam
Vihar, Puspha Bhawan South Delhi , New Delhi- 110062.(hereinafter referred to as party of the
second part)
which expression shall include their representative’s legal heirs, assignees and/or any other
person, executors and administrators of respective parties. (Both collectively referred to as
‘Parties’).
AND
3. PRASHANT RITIK INDIA LLP, a Limited Liability Partnership firm incorporated under the
provisions of Limited Liability Partnership Act, 2008 having its registered Office at
Block No. 2 House No 1 Charmwood Village Faridabad Haryana – 121009, India (as the
Confirming Party).
Whereas the parties have filed Incorporation Documents for The LLP with the Registrar of
LLP;
Whereas the Registrar of LLP has registered the Incorporation Documents and has issued a
Certificate of incorporation in FORM 16 u/s 12(1)(b) of the LLP Act, 2008, bearing No.
AAZ-9221 dated 17th December , 2021.
NOW THEREFORE the Partners by this Agreement set forth the Limited Liability Partnership
Agreement for the LLP under the Limited Liability Partnership Act, 2008 upon the following
terms and conditions:
Definitions
In this Agreement unless the context otherwise requires:-
“Accounting Year” means the financial year as defined in the LLP Act, 2008.
“Act” or “LLP Act” means the Limited Liability Partnership Act, 2008. “Business”
includes every trade, profession service and occupation.
“Change” means a change in the constitution of the body of Partners or Designated Partners.
“Designated Partner” means any partner designated as such.

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“LLP” means the limited liability partnership, PRASHANT RITIK INDIA LLP, formed pursuant to
this LLP Agreement.
“LLP Agreement” or “Agreement” means this Agreement or any supplement thereof determining
the mutual rights and duties of the partners and their rights and duties in relation to the LLP.
“Partner” means any person who becomes a partner in the LLP in accordance with this LLP
Agreement.
“She” includes “he” or vice versa
Name
1. That the business of the Limited Liability Partnership Firm shall be carried on under
the name and style of PRASHANT RITIK INDIA LLP. The name of the LLP may be
changed with the consent of majority of the partners at any time.
Registered office
2. THE LLP shall have its registered office at Block No.2 House No.1 Charmwood
Village, Faridabad,Haryana – 121009 or at such other place, as shall be mutually
agreed to by the majority of the partners from time to time. The registered office of the
LLP may be changed from one place to another with the consent of majority of the
partners.
The premise for Registered office of LLP has been provided by the Second party. The
LLP or other partners shall not have any ownership or tenancy right over the said
premises.
The Partnership business shall be carried on at the Registered Office as the principal place
of business and/or at such other place or places as shall be mutually agreed upon by
the majority of the partners from time to time.
Business

3. To carry on the business as buyers, sellers, traders, importers, exporters, deal in

automobile parts of all kinds and descriptions, distributors, agents, brokers, factor’s,
stockists, dealers and suppliers of all kinds of readymade garments and consultancy
services in all above mentioned areas.
However, no change may be made in the above nature of business or objects of
the limited liability partnership without the consent of the majority of the partners.
Term of the LLP

4. The Limited Liability Partnership shall commence on the date of registration of the
LLP, and shall continue to operate thereafter subject to the provisions of the LLP Act,
2008, until termination of this agreement by consent of majority of the partners for the
time being of the LLP.
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Contribution

5. The initial Contribution of the PRASHANT RITIK INDIA LLP shall for the time being, be
Rs. 1,00,000 (Rupees One Lakhs only) which shall be contributed by the partners in the
following proportions.

(a) Mr.Prashant Mann,being the party of the first part:50% i.e. Rs.50,000/- (Rupees
Fifty Thousand only)

(b) Mr.Ritik Yadav,being the party of the second part:50% i.e.Rs. 50,000/-
(Rupees F i f t y T h o u s a n d only)
The further Contribution if any required by the PRASHANT RITIK INDIA LLP shall be
brought by the partners in their respective proportion of capital contributions made, unless
otherwise agreed upon by majority of the then Partners.
Common seal

6. THE LLP shall have a common seal to be affixed on documents as defined by partners
under the signature of any of the designated Partners.
Sharing of Profit/losses, Remuneration to Partners and Interest on Capital
7. That the profit and loss of the LLP shall be shared, divided and borne by the partners
in the following manner:-
PARTNER PERCENT SHARE
Mr. Prashant Mann 50 %
Mr. Ritik Yadav 50 %
8. It is hereby agreed that all the parties to the partnership shall be entitled to draw
remuneration as follows:-
(i) That the partners who shall be working partners of the firm shall be entitled to
get remuneration under section 40 (b) of the Income Tax Act, as partners may
decide by mutual consent;
(ii) That the partners shall also be eligible for bonus, as may be decided by the partners
by mutual consent from time to time, in addition to aforesaid
salaries/remuneration, as part of their overall remuneration, which may be paid
in one or more branches, the aggregate annual amount of which shall, however,
not exceed their respective annual salaries/ remuneration as mentioned in clause
8 (i) above.

(iii) The aforesaid terms of remuneration can be changed and salaries /

remuneration can be increased or reduced depending on, amongst other things,
deservingness and performance as may be mutually agreed upon by the majority
of the partners.

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 (ii) That the following Designated Partners
1. Mr. Prashant Mann
2. Mr. Ritik Yadav
shall also be eligible for bonus, as may be decided by the partners by mutual
consent from time to time, in addition to aforesaid salaries/ remuneration, as part of
their overall remuneration, which may be paid in one or more branches, the
aggregate annual amount of which shall, however, not exceed their respective
annual salaries/remuneration as mentioned in clause 8(i) above.

(iii) The aforesaid terms of remuneration can be changed and salaries/

remuneration can be increased or reduced depending on, amongst other things,
deservingness and performance as may be mutually agreed upon by the majority
of the partners.

9. Simple interest at the rate of 12% (twelve percent) per annum or such other rate as
may be mutually agreed upon or prescribed under the Income Tax Act 1961 from
time to time shall be payable by THE LLP on the net amounts, for the time being standing
to the credit of the capital accounts / contribution of the partners.
Admission of New Partner

10. No Person may be introduced as a new partner without the consent of all the existing
partners.
Such incoming partner shall give his prior consent to act as Partner of the PRASHANT
RITIK INDIA LLP

11. The Contribution of the partner may consist of tangible, movable or immovable or
intangible property or other benefit to the limited liability partnership, including money,
promissory notes, and other agreements to contribute cash or property, and contracts for
services performed or to be performed.
Rights of Partner

12. All the partners hereto shall have the rights, title and interest in all the assets and
properties in the said PRASHANT RITIK INDIA LLP in the proportion of their respective
Contributions. The partners, however, cannot use the properties or the assets of LLP
outside the business scope of the LLP without the written consent of all the partners of the
LLP, in which case the partner shall place the accounts before the LLP and shall share
the profits made in that business with the LLP.

13. Every partner has a right to have access to and to inspect any books and records of the
PRASHANT RITIK INDIA LLP at any reasonable time during usual business hours, for
a purpose reasonably related to such partner’s interest as a partner. The right of
inspection includes the right to copy and make extracts.

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

I. However, no partner shall without the written consent of all the partners of the
limited liability partnership, conduct any business which is of the same nature as
and in competition with the limited liability partnership.

II. The partner carrying on an independent business, violating the conditions as set
out in clause 14 and 14(I) must account for and pay over to the limited liability
partnership all profits made by him in that business.

15. PRASHANT RITIK INDIA LLP shall have perpetual succession. Subject to the compliance
of the provisions of the Limited Liability Partnership Act, 2008, death, retirement or
insolvency of any partner shall neither dissolve nor shall affect the existence, rights
or liabilities of PRASHANT RITIK INDIA LLP.
Cessation of partnership interest
16. (1) A person may cease to be a partner of the LLP by giving a notice in writing of not
less than three months to the other partners of his intention to resign as partner.
(2) A person shall cease to be a partner of the LLP-
(a) On his death or dissolution of the limited liability partnership; or
(b) If he is declared to be of unsound mind by a competent court; or
(c) If he has applied to be adjudged as an insolvent or declared as an insolvent.
(3) Where a person has ceased to be a partner of the LLP (hereinafter referred to as
“former partner”), the former partner is to be regarded (in relation to any person
dealing with the LLP) as still being a partner of the LLP unless-
(a) The person has notice that the former partner has ceased to be a partner of
the LLP;
or
(b) Notice that the former partner has ceased to be a partner of the LLP has
been delivered to the Registrar.
(4) The cessation of a partner from the LLP does not by itself discharge the partner
from any obligation to the LLP or to the other partners or to any other person which
he incurred while being a partner.
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 (5) Where a partner of LLP ceases to be a partner, the former partner or a person
entitled to his share in consequence of the death or insolvency of the former partner,
shall be entitled to receive from the LLP -
(a) an amount equal to the capital contribution of the former partner actually
made to the LLP; and
(b) his right to share in the accumulated profits of the LLP, after the deduction
of accumulated losses of the LLP, determined as at the date the former
partner ceased to be a partner.

(6) A former partner or a person entitled to his share in consequence of the death or
insolvency of the former partner shall not have any right to interfere in the
management of the LLP.

(7) The ceasing partner/former partner shall not use the Intellectual Property of the
LLP or indulge in any act that would amount to infringement of the LLP’s Intellectual
property.
17. 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 PRASHANT RITIK INDIA LLP
with fraudulent purpose.
Duties of Partners
18. Thatprovisions relating to mutual rights and duties of partners and Limited Liability
partnership and its partners which are not specifically provided in this Agreement shall be
governed by the First Schedule to the Limited Liability Partnership Act, 2008.
19. 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.
20. Each partner shall render true accounts and full information with respect to the business
of the limited liability partnership to any partner or his legal representatives.
21. That the partners shall be just and faithful to each other partner in all transactions relating
to the business of the LLP and shall at all times be responsible to give to the other
partners faithfully account of partnership affairs.
22. In case any of the Partners of the PRASHANT RITIK INDIA LLP desires to transfer or
assign his interest or shares in the PRASHANT RITIK INDIA LLP, he has to first offer
the same to the remaining partners by serving a ninety (90) days Transfer Notice to them at
a mutually agreed price or at a fair market value, as determined by the auditors or any
other firm of chartered accountants.
If within ninety (90) days (or such extended period as mutually agreed by all the partners)
of receipt of the Transfer Notice, the remaining partners or any of them communicate to
the transferring partner in writing their intention to purchase the
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 offered share at the price as defined above, the transferring partner shall sell the offered
share to the remaining partners. If more than one of the remaining partners agrees to
purchase the share, then unless those partners who desire to purchase the share agree
otherwise, the share shall be purchased pro rata on the basis of the respective
proportion of the capital contribution made by each of those partners who desire to
purchase the share. Completion of the transfer or assignment of the offered share or
interest shall take place within thirty (30) days (unless otherwise mutually agreed by all
the Partners) from the date of such acceptance.
In the absence of any communication or in case of non acceptance by the remaining
partners within ninety (90) days (or such extended period as mutually agreed by all the
partners) of the receipt of the transfer notice, the concerned partner can transfer or
assign his share to a bonafide third party not being competitor of the LLP, at a price
which is not lower than the price referred to in the Transfer Notice and on terms no
more favourable than set forth therein. In case of any sale to the third party, the
transfer of shares shall be completed within thirty (30) days from the date of expiry
of the ninety (90) days period from the receipt of transfer notice given to the remaining
partners; otherwise, the offer to the third party shall automatically lapse and the provision
of right of first offer/refusal of the remaining partners shall apply de-novo and a fresh
transfer notice will be required to be given to the remaining partners as above.
23. No partner shall without the written consent of the PRASHANT RITIK INDIA LLP:-
I. Employ any money, goods or effects of the PRASHANT RITIK INDIA LLP or
pledge the credit thereof except in the ordinary course of business and upon the
account or for the benefit of the PRASHANT RITIK INDIA LLP.
II. Lend money or give credit on behalf of the PRASHANT RITIK INDIA LLP or to
have any dealings with any persons, company or firm whom the other partner
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 PRASHANT RITIK
INDIA 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 PRASHANT RITIK
INDIA LLP property or any part thereof may be seized.

IV. Assign, mortgage or charge his or her share in the PRASHANT RITIK INDIA LLP
or any asset or property thereof or make any other person a partner therein.

V. Compromise or compound or (except upon payment in full) release or discharge any

debt due to the PRASHANT RITIK INDIA LLP except upon the written consent given
by the other partner.

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24. Each partner shall-

I. Intimate the LLP of any change in his name or address within a period of fifteen
days from such change.

II. Punctually pay and discharge the separate debts and engagement and indemnify
the other partners and the PRASHANT RITIK INDIA LLP assets against the same
and all proceedings, costs, claims and demands in respect thereof.

III. Each of the partners shall give time and attention as may be required for
the fulfillment of the objectives of the PRASHANT RITIK INDIA LLP business.

Meeting
25. Any matter or issue relating to the limited liability partnership, whether or not covered
by this Agreement, shall be decided by a resolution passed by a majority in number of the
partners unless a greater majority is required by the Act or elsewhere in this
Agreement, and for this purpose, each partner shall have one vote.
26. The meeting of the Partners may be called by sending a written notice to all the partners at
their residential address or by mail at the Email Id’s provided by the individual Partners to
PRASHANT RITIK INDIA LLP.
27. The meeting of Partners shall ordinarily be held at the registered office of the
PRASHANT RITIK INDIA LLP or at any other place as per the convenience of partners.
28. Meeting of Partners may also be held through Video conferencing or
Teleconferencing.
29. The Designated Partners shall ensure that decisions taken by the LLP in the meeting of
Partners are recorded in the minutes and are kept and maintained at the registered
office of the PRASHANT RITIK INDIA LLP.

30. A resolution circulated in writing and signed by a majority of the Partners, shall be deemed
to be duly passed, the date of passing such circular resolution being the date of the
signature of the person signing last.
Duties of Designated Partner(s)

31. The First Party and the Second Party or their authorized representatives shall act as the
Designated Partner of the PRASHANT RITIK INDIA LLP in terms of the requirement of
the Limited Liability Partnership Act, 2008.

32. 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 partnership 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.

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33. The Designated Partners shall be responsible for the doing of all acts arising out of
this agreement and in accordance with the obligations set out in the Limited Liability
Partnership Act, 2008.
Indemnity

34. The limited liability partnership shall indemnify each partner in respect of payments made
and personal liabilities incurred by him-

(a) in the ordinary and proper conduct of the business of the limited liability
partnership;
or

(b) in or about anything necessarily done for the preservation of the business or
property of the limited liability partnership.

35. The PRASHANT RITIK INDIA 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 PRASHANT RITIK INDIA LLP, except for the gross
negligence or willful misconduct of the partner or officer seeking indemnification.

36. 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.
Extent of Liability of the LLP
37. (a) 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 the partner has no authority or does not know or
believe him to be a partner of the LLP.
(b) The LLP is liable if a partner is liable to any person as a result of a wrongful
act or omission on his part in the course of the business of the LLP or with its
authority.
(c) An obligation of the LLP whether arising in contract or otherwise, shall be solely
the obligation of the LLP.
(d) The liabilities of the LLP shall be met out of the property of the LLP.

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Extent of Liability of a Partner
38. (I) The partner shall not be personally liable for any obligation solely by reason of
being a partner of the LLP.
(II) The Partner shall not be personally liable for the wrongful act or omission of any
other partner of the LLP
Financial Disclosures
39. The books of accounts of the LLP shall be kept at the registered office of the LLP for
the reference of all the partners.
40. 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
this PRASHANT RITIK INDIA LLP till 31st March of the subsequent year.
41. The accounts of the LLP shall be audited if it is mandatory to get its accounts audited
in terms of the Limited Liability Partnership Rules, 2009 as amended from time to
time or if the partners of the LLP decide to get the accounts of the LLP audited.
42. The LLP shall, within a period of six months from the end of each accounting year, prepare
a Statement of Account and Solvency for the said accounting year as at the last day of
the said accounting year and such statement shall be signed by the designated partners of
the LLP.
Miscellaneous Provisions
43. It is expressly agreed that the bank account(s) of the LLP shall be operated by partner(s)
as appointed by the majority of the partners and that the Bank Account(s) of the LLP
shall be opened at such banking Institution as may be mutually decided by the
partners.
44. All disputes or differences arising between the partners or between the partner(s) and
the LLP, out of partnership business or out of limited liability partnership agreement and
whether during the continuation of the partnership or after its determination and whether
in relation of the interpretation of these present or any other matter whatsoever in relation
to the partnership affairs, shall be referred to a single arbitrator to be nominated
unanimously by all the partners.
If no such Arbitrator can be nominated then the dispute shall be settled under Indian
Arbitration & Conciliation Act, 1996.
45. PRASHANT RITIK INDIA LLP can be wound up with the consent of majority of the
partners subject to the provisions of Limited Liability Partnership Act 2008.

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

....................................... .........................................
1. (Party of the First Part) 2. (Party of the Second Part)
Prashant Mann Ritik Yadav
DPIN: 09439473 DPIN: 09439474

3. For and on behalf of PRASHANT RITIK INDIA LLP

Prashant Mann Ritik Yadav

Designated Partner Designated Partner
DPIN: 09439473 DPIN: 09439474

Witness:

Signature: ……………………………………………… Signature: ………………………………………………

a) Name: ……………………………………………… b) Name: ………………………………………………

Father’s Name......................................... Father’s Name.........................................
Address: ………………………………………………… Address: …………………………………………………
………………………………………………………………… …………………………………………………………………

Occcupation: …………………………………………… Occcupation: ……………………………………………

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