(Important Note: First 3 pages of this agreement shall be printed on Rs.

100 Non-judicial
Stamp paper)

The ones marked in red are the details to be changed.

LIMITED LIABILITY PARTNERSHIP AGREEMENT

This Agreement of Limited Liability Partnership (“LLP”) made at Pollachi this – 15th Day of
April 2024.
BETWEEN

1. ELAM PARITHI M (AAPPE4684F), S/O MANI EZHILAN, aged about 43 years, Occupation -
Managing Director, residing at No. 2/193 Raju Nagar, Chinnampalayam, Pollachi,
Coimbatore, Tamilnadu - 642001 hereinafter called the party of First Part or Partner 1

2. ANURATHA V (ALUPA8402F) W/O VINOTH KUMAR, aged about 49 years, Occupation -

Director, residing at 3/167 G4, Sikkandar Basha Street, Udumalaipettai, Tiruppur,
Gandhinagar, Tamilnadu, 642154 hereinafter called the party of Second Part or Partner 2,

3 SHOBANA S (DIYPS6682F), D/O Sadhasivam, aged about 43 years, Occupation - Director,

residing at 9/32, Thiruvalluvar Colony, Makkinampatti, Coimbatore, Tamilnadu - 642003,
hereinafter called the party of Third Part or Partner 3,

Partner 1,2 and 3 individually referred to as a Partner and collectively as Partners, (the
expression Partner shall, unless it be repugnant to the subject or context thereof, include
their legal heirs, successors, nominees and permitted assignees).

Now Partner 1,2 and 3 have formed an LLP under the Limited Liability Partnership Act, 2008
and that they intend to write down the terms and conditions of the said formation.

1. 2. 3.
1
IT IS HEREBY AGREED BY AND BETWEEN THE PARTNERS HERETO AS FOLLOWS
1. DEFINITIONS:

a. ‘Accounting Year’ means the financial year as defined in the Limited Liability Partnership
Act, 2008.
b. ‘Act’, ‘LLP Act’, and the said Act shall mean the Limited Liability Partnership Act, 2008.
c. ‘Designated Partner” means any partner designated as ‘Designated Partner’.
d. ‘LLP’ means the Limited Liability Partnership formed pursuant to this LLP Agreement.
e. ‘LLP Agreement’ means this LLP Agreement or any supplement thereof determining the
mutual rights and duties of the partners and their rights and duties in relation to the LLP
formed pursuant to this LLP Agreement.
f. ‘Partner’ means any person who becomes a partner in the LLP in accordance with this
LLP Agreement.
a. Other terms have the same meaning as given in the Act.
g. Him/ His/ He includes Her/ She or Vice-a-Versa.

Note - the provisions of the first schedule of the Act will not be applicable to the LLP so far as
they are not inconsistent with any of the clauses of this LLP Agreement.

2. NAME:

The LLP shall be carried on in the name and style of ‘EDU-NURTURE SOFT SOLUTIONS LLP’
and hereinafter called as the ‘LLP’.

The LLP may change its name, the business may be carried on in another name or names as
shall be agreed to by all the partners.

1. 2. 3.
2
3. BUSINESS:

The main business of ‘EDU-NURTUTRE SOFT SOLUTIONS LLP’ shall be to carry on the
business of:

(The Company is to provide software solutions for higher education institutions,

industries, both public and private manufacturing and service sectors in India and
abroad.)

4. REGISTERED OFFICE:

The ‘EDU-NURTUTRE SOFT SOLUTIONS LLP’ shall have its registered office at D. NO. 8/1-9,
GANESH NAGAR, MAKKINAMPATTI, Pollachi, Coimbatore – 642003, Tamilnadu, India and/or
at such other place or places, as shall be agreed to by the Partners from time to time.

The business of the LLP may, however, be carried on at any other place or places as the
Partners may from time to time mutually agree and decide among themselves.

The LLP may, in addition to the registered office address, declare any other address as its
address for service of documents in the manner as laid down in this LLP Agreement. The LLP
may change its registered office from one place to another by following the procedure as laid
down in this LLP Agreement.

Provided that where the change in place of registered office is from one State to another
State, the LLP having secured creditors shall also obtain consent of such secured creditors.

1. 2. 3.
3
5. DURATION OF LLP:

The LLP shall commence its operation from the date of registration of the LLP, and shall
continue to operate in accordance with the provisions of LLP Act and rules framed
thereunder, until termination of this LLP Agreement or dissolution of this LLP with the
mutual consent of the Partners.

6. CAPITAL CONTRIBUTION:

a. The Contribution of the LLP is Rs. 3,00,000/- (Rupees THREE LAKH only) which shall be
contributed by the partners in the following proportions:

Partner 1, Rs. 1,00,000/- (Rupees ONE LAKH only);

Partner 2, Rs. 1,00,000/- (Rupees ONE LAKH only);
Partner 3, Rs. 1,00,000/- (Rupees ONE LAKH only)

b. Any further capital contribution, if required by the LLP, shall be brought in by the
Partners in their existing capital contribution ratio or in such manner as may be decided
by the Partners. A decision to bring in further capital contribution and terms related
thereto shall be taken by the Partners in a duly convened meeting.

c. The Partners may contribute capital or loan as and when considered necessary for the
purpose of carrying on the business at a mutually agreed terms & conditions by the
partners. For the purpose of reference, the cost of capital (interest) may be in the range
of 12%-18% per annum or such other rate as may mutually be agreed upon by the
Partners hereto from time to time in the best interests of the business.

d. Each Partner's contribution to, or withdrawal from, the LLP shall be respectively credited
to or debited to the Partner's capital account or the current account, as the case may be.

e. The contribution of the Partner may be tangible, intangible, moveable or immoveable

property, or in the form of contract of service, etc.

f. Subject to the provisions of this LLP Agreement, the capital commitment of a Partner
shall represent the maximum aggregate amount of cash and property that such Partner is
required to contribute to the capital of the LLP in terms of this LLP Agreement; and shall
not be changed during the term of the LLP, without-such Partner's consent.

7. DESIGNATED PARTNERS:

The Partners have unanimously decided that the following Partner(s) shall be the designated
Partners:

ELAM PARITHI M (AAPPE4684F)

ANURATHA V (ALUPA8402F)
SHOBANA S (DIYPS6682F)

The number of Designated Partners may be increased by consent of the Partners. The
Partners with consent can appoint persons other than the partners as Designated Partners as
per the provisions of LLP Act.

1. 2. 3.

4
8. REMUNERATION TO PARTNERS:

The Partners shall decide on the Working Partners who shall be responsible for carrying out
the day-to-day activities of the LLP. Such working Partners may be Designated Partners or
maybe Partners other than the Designated Partners.

The Partners shall be entitled to determine / increase / reduce the remuneration payable to
such Working Partners. The terms including the Partners eligible to get remuneration, may
be modified if the Partners mutually agree and decide to do so by passing a resolution.

9. INTEREST ON CAPITAL:

The Partners will be entitled to interest at a rate to be mutually decided on their capital and
current capital account with the LLP, if there is any debit balance in the account of any
Partner, interest at the same rate shall be payable by the concerned Partner. However, if the
said debit balance is as a result of appropriation of loss then no interest shall be payable on
such debit balance.

These terms, including rate of interest, may be modified if the Partners mutually agree and
decide to do so by passing a resolution.

10. DISTRIBUTION OF PROFITS / LOSSES:

a. The net profits / losses of the LLP arrived at after providing for payment of remuneration
to the Working Partners and interest to partners on the capital contribution if any shall
be divided in the following ratio:

S No Name of the Partner Share of Profit (%) Share in Loss (%)

1. ELAM PARITHI M 52 52
2. ANURATHA V 24 24
3. SHOBANA S 24 24
Total 100 100

b. The profits of the LLP shall be credited to the Partners’ current account at the end of
each financial year.

c. The losses of the LLP shall be accumulated, and the Partners may anytime after deciding
unanimously, set-off the losses to the extent of the initial contribution and / or any
increment or decrement thereof and / or accumulated profits, against their contribution.

d. It is agreed by the Partners that any distribution of net profit shall generally be made at
the end of the financial year. However, after providing for sufficient reserves to carry on
the business of LLP, for payment of liabilities of LLP and subject to provisions as
considered necessary for contingent liabilities, surplus profits if any may be distributed in
the intermediary period provided the Partners agree unanimously.

11. DRAWINGS:

The Partners shall be entitled to withdraw amount during the year from the LLP towards
their yearly remuneration, share of profit or out of their current account, from time to time
after taking into consideration the business needs of the firm and as may be decided by the
Partners by mutual consent.

1. 2. 3.

5
12. BANKERS:

Bankers of LLP and the authorized signatories for operating the account will be mutually
decided by consent of the Partners by way of resolution. The bank accounts will be operated
by such a number of partners as is mutually decided by Partners. All partners will have rights
to operate the bank accounts individually.

13. PLACE OF KEEPING BOOKS OF ACCOUNTS:

The books of accounts of the firm shall be kept at the registered office of the LLP for the
reference of the Partners.

14. MANAGEMENT OF THE LLP

a. Subject to the provisions of this LLP Agreement, day-to-day operation of the LLP shall be
vested with the Designated Partners, who shall have the power on behalf of and in the
name of the LLP to carry out all of the purposes of the LLP.

b. Unless otherwise provided herein or prescribed in the Act, all specific decisions will be
made on a ‘simple majority’ basis of the Partners. Reference to ‘simple majority’ shall be
made to in the context of the value of capital contribution made by each of the Partners
in the LLP. The Partners shall ensure (in respect of the LLP) that the following matters are
given effect to only with the consent of all the Partners present at the meeting (physically
or electronically):

 Merger into or with or acquisition or disposal of all or a part of the business of

another judicial person or entry into arrangement.
 Dissolution or voluntary bankruptcy.
 Transfer of all or substantial portion of business or assets.
 Any transaction or business arrangement with a company in which a Partner is
personally interested party.
 Financing through debt.
 Acquisition of equity interest or investment in equity shares in any entity.
 Conclusion or modification of sale or renunciation of rights in any copyright,
patent, design, trademark, technology transfer or designs of the LLP.
 Entering a joint venture or partnership with any other company.
 Acquisition/sale of securities of, or any financial interest in, any other company,
undertaking, or business.
 Appointment and removal of the statutory and internal auditors.
 Any change in the Business;
 The creation of any undertaking or a subsidiary or a new line of business.
 Any granting of loans to third parties or Partners.
 Any measures outside the ordinary course of business, especially but not limited
to the conclusion of contracts with extraordinary economic terms and conditions.
 The filing of any claims outside the ordinary course of business.
 Any acquisition, sale, or any other disposition of any immovable property by the
LLP.
 Any creation of an encumbrance on LLP’s property other than as security for loan.
 Any payment to Partners.
 The appointment, termination, remuneration, other conditions of employment
and any changes therein, of the employees.
 The opening of any new bank account, closing of any existing bank account or
change in authorizations to operate an existing bank account (s).

1. 2. 3.

 Any capital expenditure.

6
  Giving of guarantees.
 Any commencement, abandonment, settlement or compromise of actions, suits,
or other legal proceedings.
 Entering any contracts outside the ordinary course of business resulting in a
contractual liability.
 Entering any contract with external advisers outside the ordinary course of
business.

Any delegation of any of the above matters.

c. The Partners would, through a resolution passed at their meeting authorize any Partner
or employee of LLP to do such specific acts, deeds and things, as they may think fit and
proper including further delegation.

15. ARBITRATION:

In the event of any dispute or differences arising among the Partners either touching or
concerning the construction, meaning or effect of this LLP Agreement or the respective rights
and liabilities of the Partners, or their enforcement there under, it shall be first settled
amicably through discussions among the Partners and if not resolved then otherwise
referred to the arbitration of a Sole Arbitrator if agreed upon, failing which to the Sole
Arbitrator as appointed by the Court in accordance with the provisions of the Arbitration and
Conciliation Act, 1996 (26 of 1996). The arbitration proceedings shall be conducted at (Place)
in English language.

16. RIGHTS OF PARTNERS:

a. All the Partners hereto shall have the rights, title and interest in all the assets and
properties in the said LLP in the proportion of their capital contribution.

b. Every Partner has a right to have access to and to inspect and copy any books of the LLP.

c. LLP can borrow money from the market at prevailing interest rates as and when required
with the consent of all Partners.

d. Each of the Partner 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 unless it affects interest of LLP directly, other Partners and the LLP
shall have no objection thereto and moreover he shall not use the name of the LLP to
carry on the said business.

17. MUTUAL RIGHTS & DUTIES OF PARTNERS:

a. The rights and Duties of the Partners shall be governed by the LLP agreement.

b. A person may cease to be a Partner in accordance with the LLP agreement, and he shall
give 45 days prior notice to the LLP.

c. Partner to intimate LLP any change in his name or address.

d. All Partners will be agents of LLP but not that of other Partners.

e. The obligation of LLP arising out of contract or otherwise shall solely be that of LLP and
not that of Partners.

1. 2. 3.
f. Partner shall not be liable directly or indirectly for wrongful acts or omission done by the
other Partner.
7
g. Each Partner shall be just and faithful to the other Partners in all transactions relating to
the LLP.

h. Each Partner shall render true accounts and full information of all things affecting the LLP
to any Partner or his legal representatives.

i. Every Partner shall account to the LLP for any benefit derived by him, without the
consent of the LLP of any transaction concerning the LLP, or for any use by him of the
property of the LLP.

j. Punctually pay and discharge the separate debts and engagement and indemnify the
other Partners and the LLP assets against the same and all proceedings, costs, claims and
demands in respect thereof.

k. Every Partner shall indemnify the LLP and the other existing Partner for any loss caused
to it by his fraud in the conduct of the business of the LLP.

l. In case any of the Partners of the LLP desires to transfer or assign his interest in the LLP
he has to offer the share to the other Partners. In case, the Partners refuses to buy the
offered interest then that other Partner can transfer the same to a third party with the
written consent of all the other Partners.

m. The Partner shall be responsible for doing all the acts arising out of this LLP Agreement.

18. RESTRICTION ON PARTNERS AUTHORITY:

No Partner shall without the written consent of all the Partners;

a. Transfer or assign his interest or shares in the LLP.

b. 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.

c. Enter into any bond or become sureties 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.

d. Assign, mortgage or charge his share in the LLP or any asset or property thereof or make
any other person a Partner therein.

e. Lend money or give credit on behalf of the 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 LLP by the Partner incurring the same.

f. 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.

g. Enter into any bond or become bail or surety for any person or knowingly cause or suffer
to be done anything whereby the LLP property may be endangered.

h. Dismiss (except for gross misconduct) any employee of the LLP.

1. 2. 3.
19. DUTIES OF DESIGNATED PARTNERS:

a. The Partners can change the designated partners by unanimous decision.

8
b. The Designated Partners should fulfill all the conditions and requirements as prescribed
under the LLP Act and notifications issued under the Act.

c. Acts, things required to be done by a designated partner in respect of the compliance of

the provisions of the Act:

 The Designated Partners shall be responsible for the doing of all acts, matters and
things as are required to be done by the LLP 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 the Act.

 The Designated Partners shall be responsible for doing all acts arising out of this LLP
Agreement.

 The Designated partners appointed by the LLP shall be responsible both for business
management in its entirety and compliance management under the LLP Act and this
LLP Agreement.

 Designated Partners to give at least 180 days prior notice before resigning from the
LLP.

 Every partner shall cease to be a partner in accordance with the LLP Agreement and
not otherwise.

 Resigning partner to file notice of resignation with the Registrar of Company if he has
reason to believe that LLP would not file the same with the Registrar of Company.

 Every Partner & Designated Partner shall give information asked by the Registrar of
Company to produce.

20. PROCEDURE FOR CALLING, HOLDING AND CONDUCTING MEETINGS:

a. Periodic meetings shall be held as may be determined by the majority of Partners of LLP.
Meetings of the Partners for any specific purpose may be called at any time by any of the
Designated Partner or by any other Partner.

b. At each meeting, a Chairman shall be appointed from amongst the Partners present, who
shall preside over the proceedings of the said meeting.

c. Two Partners, present throughout the meeting physically shall constitute the quorum for
a meeting of the Partners. In case the quorum is not present at the beginning of the
meeting or where the attendance falls below two at any time during the meeting, the
meeting shall be adjourned to the same time and place on the next working day.

In case the quorum is not present at such adjourned meeting also, a fresh notice calling
the meeting shall have to be sent to all the Partners in the manner prescribed herein.

d. The meeting of the Partners may be called by sending 3 (three) days prior notice to all
the Partners at their residential address or by email or by fax or in case of urgent meeting
the same can be called by telephonic conversation, but the notice requirement is to be
ratified by all the Partners.

1. 2. 3.
e. The matter discussed in the LLP meeting shall be decided by a resolution passed by a
majority in votes of the Partners, and for this purpose, each partner shall have voting
rights equal to his capital contribution ratio.
9
f. 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.

g. The decisions taken at each meeting of the LLP shall be fairly and accurately recorded in
the minutes and such minutes shall be maintained at its registered office or such other
place as may be decided by Majority of Partners and as permissible under the LLP Act.
The minutes of the meeting shall be signed by the Chairman of that meeting or by the
Chairman of the immediate next meeting.

21. DETAILS OF INDEMNITY CLAUSE:

a. The LLP shall indemnify and defend its Partners and other officers from and against 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.

b. The LLP shall indemnify each Partner in respect of payments made and personal
liabilities incurred by him:
 In the ordinary and proper conduct of the business of the LLP; or
 In or about anything necessarily done for the preservation of the business or property
of the LLP.

c. Every Partner shall indemnify the LLP and the other existing Partners for any loss caused
to it by his fraud in the conduct of the Business of LLP.

22. ADMISSION, RETIREMENT, CESSATION, EXPULSION, RESIGNATION & DEATH OF

PARTNERS:

Admission of Partner:

 A new partner cannot be introduced without the consent of all the existing Partners.
Such incoming partner shall give his prior consent to act as Partner of the LLP.

 The contribution of the Partner may be tangible, intangible, moveable or immoveable

property and as mutually agreed by the Partners.

 The profit-sharing ratio of the incoming partner will be as mutually agreed by the
Partners at the time of admission.

Retirement, Cessation, Expulsion & Resignation:

 Partners to give at least 180 days prior notice before resignation.

 No majority of Partners can expel any partner except in the situation where any Partner
has been found guilty of carrying out the activity/business of LLP with fraudulent
purpose or gross negligence or with willful misconduct.

1. 2. 3.

 Cessation in itself does not discharge the Partner from obligation to LLP or any other
Partner or Partners or other persons which incurred while being a Partner.

10
 Upon insolvency of a Partner, his rights, title and interest in the LLP shall come to an
end. In case of insolvency, the Partners shall be entitled to an amount equal to capital
contribution plus the accumulated profits which is credited to his account till the date
he ceased to be a Partner.

 When Partner ceases to be a Partner otherwise than by an insolvency he shall be

entitled to an amount equal to capital contribution plus the accumulated profits which is
credited to his account till the date he ceases to be a Partner. If LLP had suffered losses
then all the losses which are allocatable to him till the date he ceases will also be
considered. If such Partner has given any loan, then he will be entitled to the same
including agreed interest due thereon if any. As regards to immovable property and
unsold stock in trade belonging to LLP is concerned, a fair value will be determined of
such immovable property and unsold stock on that particular date and prorata amount
equal to his share of profit will also be credited to his account and he will be entitled to
the same. If there are any liabilities in LLP which are disputed and not ascertained then
the same will also be quantified on a fair valuation basis on that particular date and
effect will be given to the same.

 On resignation, retirement, cessation, expulsion, or insolvency the outgoing Partner

shall transfer his shares to the remaining LLP partners unless otherwise contrary agreed
by the continuing Partners.

Death of the Partner:

 Upon the death of any of the Partners herein any one of his heirs will be admitted as a
Partner of the LLP in place of such deceased Partner provided the legal heirs will
communicate in writing to LLP of their intention to continue in LLP within 30 days of
death of the Partner.

 On the death of any Partner, if his heir opts not to become the partner, the legal heirs
shall be entitled to an amount equal to capital contribution plus the accumulated profits
which is credited to his account till the date he ceases to be a Partner. If LLP has suffered
losses, then all the losses which are allocable to him till the date he ceases will also be
considered. If such Partner has given any loan then his legal heir will be entitled to the
same including agreed interest due thereon if any.

 As regards the immovable property and unsold stock in trade belonging to LLP is
concerned, a fair value will be determined of such immovable property and unsold stock
on that particular date and prorata amount equal to his share of profit will also be
credited to his account and his legal heirs will be entitled to the same. If there are any
liabilities in LLP which are disputed and not ascertained, then the same will also be
quantified on a fair valuation basis on that particular date and effect will be given to the
same.

 Upon death of the Partner if a legal heir does not continue in the LLP the profit-sharing
ratio of the continuing Partners shall be revised with unanimous decision of all the
Partners.

23. EXTEND OF LIABILITY OF LLP:

LLP has no liability if a partner does anything:

1. 2. 3.

 For which he has no authority.

 The person who is dealing with a partner knows or has reason to believe that the
Partner has no authority.
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24. FINANCIAL STATEMENTS, ACCOUNTS OF THE LLP

a. Partners shall maintain proper books of accounts for the business of LLP at the
registered office of the LLP and such shall be available at all times for inspection to all
Partners.

b. 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 LLP till 31st March of the subsequent year.

c. Partners shall ensure that the annual audited accounts of the LLP as per standard
accounting principles shall be made up to 31 st March in each year or such other date as
may be agreed by the Partners and shall be authenticated by the LLP’s auditors.

d. The accounts of the LLP as on 31 st March each year shall be approved by the majority of
Partners of LLP which shall then be binding on all the Partners and a copy thereof shall
be distributed to each of Partners.

25. STATUTORY AUDITORS:

a. Upon reaching the prescribed threshold limit of contribution or turnover for

appointment of auditor, as provided under the LLP Act/Rules, Designated Partners shall
appoint the first statutory auditor within three (3) months of reaching the threshold
limit, to audit the accounts of the LLP. Further, in case of resignation / death or removal
of auditor, the Designated Partners, may appoint the statutory auditor to fill the
vacancy.

b. In case the Designated Partners fail to appoint a first statutory auditor as above, the
Partners may, through a resolution passed at their meeting by a majority of Partners
appoint an auditor. Further, any subsequent appointment (including reappointment of
the existing auditor) for auditor shall be made by the Partners in their annual meeting,
in which Statement of Account and Solvency are to be considered and approved.

c. The fee to be paid to the statutory auditor shall be collectively decided by the Partner(s).

d. A person shall not be qualified to be appointed as statutory auditor of the LLP unless he
is a Chartered Accountant in practice. A firm of Chartered Accountants in practice or a
limited liability partnership formed exclusively by Chartered Accountants in practice may
also be appointed as statutory auditor, subject to the permissibility thereof by their
governing body, the Institute of Chartered Accountants of India.

e. An auditor of an LLP shall be appointed for each financial year of the LLP to audit its
accounts. An auditor so appointed shall hold office in accordance with the terms of his
appointment and shall continue to hold such office till the period:

 new auditors are appointed, or

 he is re-appointed.

f. Where no auditor has been appointed as above, any auditor holding the office of
statutory auditor shall be deemed to have been re-appointed, unless the Partners by
simple majority have determined that he should not be re-appointed and have given a
notice to this effect to the LLP.

1. 2. 3.
26. VOLUNTARY WINDING UP:

12
Voluntary winding up of the LLP shall be as per the provisions of the LLP Act and with the
written consent of all the Partners.

27. MISCELLANEOUS PROVISIONS:

 Changes in LLP Agreement from time to time if any, must be filed with the Registrar.

 Agreement in writing made before incorporation of LLP may be binding, if ratified by all
the Partners after incorporation.

 All the matters not expressly provided in this LLP Agreement shall be decided with
consent of the majority of the Partners.

 No alteration to or amendment to this LLP shall be valid unless it is in writing as a

supplement to this LLP Agreement and duly signed by every Partner of the LLP as on the
date of alteration or amendment.

 The LLP may, in addition to the registered office address, declare any other address as
its address for service of documents, under sub-section (2) of section 16. The consent of
the majority of Partners shall be required for such declaration.

 Any notice by the Partners to the LLP may be given by addressing to the LLP and leaving
it at the registered office of the LLP and any notice to the Partner shall have been
sufficiently given by the LLP by sending the same by registered post to his usual or last
known address.

28. ENFORCEMENT OF THE LLP’S RIGHTS:

If it appears that any Partner or any person connected to any Partner in whatever capacity is
in breach of any obligation which he owes to the LLP (whether under this LLP Agreement,
under any other agreement, under tort (including negligence) or otherwise) or has
misapplied or retained or become liable or accountable for any money or property of the
LLP, or has been guilty of any misfeasance or breach of any fiduciary or other duty in relation
to the LLP or is under any obligation to indemnify the LLP against any liability then it is
agreed that the prosecution of any right of action of the LLP in respect thereof shall be
passed to the remaining Partners who shall have full and sole authority on behalf of the LLP
to negotiate, litigate and settle any claim arising there out without requiring the permission
of the other Partner and the Partners shall take all steps within their power to give effect to
the provisions of this LLP Agreement.

29. CONFIDENTIALITY:

a. The Partners shall keep confidential and not disclose any confidential information of the
LLP (save as may be required by law) to any person (other than those whose province it
is to know the same or with proper authority) or use or exploit for any purpose
whatever any of the trade secrets or confidential knowledge or information or any
financial or trading information relating to: the LLP, the project, the properties, the
development, any proposed acquisition or development which that Partner may receive
or obtain as a result of entering into this LLP Agreement.

b. Covenants and obligations of this clause shall survive the termination of this LLP
Agreement and each Partner shall continue to observe them regardless of whether its
rights under this LLP Agreement should be terminated or it should cease to be a Partner
as per this LLP Agreement.
1. 2. 3.

30. DETRIMENT:

13
 In entering into this LLP Agreement, the Partners hereto recognise that it is impracticable to
make provision for every contingency that may arise in the course of the performance
thereof. Accordingly, the Partners hereto hereby declare it to be their intention that this LLP
Agreement shall operate among them with fairness and without detriment to the interests of
any of them and if in the course of the performance of this LLP Agreement unfairness to any
party is disclosed or anticipated then the Partners hereto shall use their best endeavours to
remove the cause or causes of the same.

31. SEVERABILITY:

If one or more provisions of this LLP Agreement are held by a proper Court to be
unenforceable under applicable law, portions of such provisions, or such provisions in their
entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the
balance of this LLP Agreement shall be enforceable in accordance with its terms.

32. WAIVER:

No part of this LLP Agreement shall be deemed to have been waived by any Partner or any
other person thereof unless such statement of waiver is submitted in writing by the Partner
or such person seeking the waiver and shall be subject to consent of the majority of the
Partners.

IN WITNESS WHEREOF the Partners hereto have put their respective hands on the day and
the year mentioned hereinabove.

SIGNATURE:

1. PARTY OF THE FIRST PART

(ELAM PARITHI M)

2. PARTY OF THE SECOND PART

(ANURATHA V)

3. PARTY OF THE THIRD PART

(SHOBANA S)

WITNESSES:

1.

2.

3.

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