PARTNERSHIP DEED

This deed of partnership is made at Mumbai on the 1st day of July, 2013 between: 1. Ms. Sheena Saraf, D/o Shri Kailash Saraf, aged about 20 years residing in 601, Radhika Apartments, No. 1 Gulmohar Road, Juhu, Mumbai – 400049 (referred to as first party). 2. Ms. Kinjal Salva, D/o Shri Mahendra Salva, aged about 18 years residing in 601, Shivkrupa Apartment, Rani Sati Marg, Malad East, Mumbai – 400097 (referred to as second party). 3. Ms. Harpujan Sethi, D/o Shri Rajinder Singh Sethi, aged about 18 years residing in 298, Silver Arch, Sher-e-Punjab Society, Andheri East, Mumbai – 400093 (referred to as third party). The above mentioned parties have agreed to commence business in partnership.

THE TERMS AND CONDITIONS OF THE PARTNERSHIP WILL BE AS FOLLOWS: 1) NATURE OF BUSINESS: The parties have mutually agreed to carry on the business of garment manufacturing under the name and style of Estenza Fashions. 2) PLACE OF BUSINESS: The partnership business will be principally situated at 101, Ground Floor, Escala View, Juhu Tara Road, Mumbai- 400049. 3) COMMENCEMENT OF BUSINESS: The partnership business shall be deemed to have commenced from 1st July 2013. 4) CAPITAL OF THE FIRM: Initially the capital of the firm shall be fixed at Rs. 1000000 and will be contributed by all the partners as per their profit sharing ratio. The partners shall be receiving an interest of 5% p.a. on the capital contributed by them. 5) PROFIT SHARING RATIO: The net profits or losses after deduction of all expenses relating to business activities of the partnership including rent, salaries and other establishment expenses as well as interest payable to the partners in accordance with this deed of partnership or any supplementary deed as may be executed by the partners of the firm shall be divided and distributed amongst the partners in the following proportion and shall be transferred to partner’s current accounts:

Sr. No. 1. 2. 3.

Name of the Partner Sheena Saraf Kinjal Salva Harpujan Sethi

Share in Profits 30% 30% 40%

6) REMUNERATION: All the parties of the firm shall be the Managing and Working partners and they will look after all the day to day transactions of the firm, any legal activities in the name of the firm and keep themselves actively engaged in the business. They shall be entitled to draw yearly remuneration as under:i. The total yearly remuneration payable to working partners shall be the maximum amount of remuneration allowable as deduction under the Income Tax Act, 1961 having regard to the provisions of section 40(b)(v) thereof. Hence according to the prevailing provisions under said section, the total yearly remuneration payable to working partners shall be calculated as percentage of the book profits for each accounting year in the following manner : (A) In respect of First Rs.3,00,000/- Rs.1,50,000/- or 90% of of Book Profits the book profits whichever is higher. (B) In respect of Balance of Book Profits 60%

The said allowable remuneration shall be paid to the working parties in the following manner: 1. Sheena Saraf 2. Kinjal Salva 3. Harpujan Sethi 33.33% 33.33% 33.33%

ii. For the purpose of the above calculation, book profits shall be calculated on the basis of book profits as shown by the books and computed as provided in Section 28 to Section 44D (Chapter IV-D) of the Income Tax Act, 1961 without deducting the remuneration paid or payable to the partners for the relevant accounting year. iii. It is hereby agreed that yearly remuneration payable shall not in any case exceed book profits as shown by the books and computed as provided in Section 28 to Section 44D (Chapter IV D) of the Income Tax Act, 1961 without deducting the remuneration paid or payable to the partners for the relevant accounting year.

7) OPERATION OF BANK ACCOUNTS: The firm shall open a current account in the name of Estenza Fashions at any nationalised banks, scheduled Banks or any co-operative Banks and such account shall be operated by all the partners jointly. 8) BORROWINGS: If the firm requires any additional capital/working capital, it shall be borrowed from any financial institutions only with written consent of all the partners. Simple Interest at the rate of 12% p.a. or such lower/higher rate as may be prescribed u/s 40(b)(iv) of the Income Tax Act, 1961, or any other applicable provision 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, current and loan account of the partners. If there is any debit balance in the capital, current or loan account of any partner, interest at the above rate shall be recoverable from him. In case a partner decides to provide the loan to the business, the rate of interest shall be 10% p.a. on the loan.

9) ACCOUNTS: The firm shall regularly maintain in the ordinary course of business, true and correct accounts of all its in comings and out goings and also of all its assets and liabilities. The proper books of account shall be kept at the firm’s principal place of business. The net profit or loss after deducting all expenses, interest, remuneration, and outgoings shall be divided between the parties in proportion to the sharing ratio (mentioned above). The balance sheet shall be properly audited and the same shall be signed by all the partners. Every partner shall have access to the books and the right to verify their corrections.

10) ACCOUNTING YEAR: The accounting year of the partnership firm shall be Financial Year and at the end of every accounting year Profit & Loss Account and Balance Sheet shall be drawn up and approved by all the partners. Accordingly, the first accounting year shall end on 31st March, 2013.

11) ADMISSION: The partners may admit any other person or persons as partners if it is in their interest, on the terms and conditions which are to be mutually agreed amongst themselves. 12) RETIREMENT: If any partner during the subsistence of partnership desires to retire from the firm, she shall be entitled to do so after giving a reasonable notice and give at least one calendar month notice of her intention of doing so. The continuing partners shall pay the retiring partner the purchase money of her share in the assets of the firm. 13) DEATH OF PARTNER: In the event of death of any partner/s, the legal representatives of the deceased partner shall be paid the part of the purchase amount of her share in the assets in the firm calculated as on the date of the death of the partner. 14) DRAWINGS: The partners shall be entitled to withdraw any amount during the year from the partnership towards their expected interest, and share of profit, from time to time, as may be decided by the partners by mutual consent. Such withdrawals during the year by partners shall be debited to their drawings account.

15) MODIFICATION: The partners shall be entitled to modify the above terms relating to share of profit, 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.

16) DISPUTES: All disputes and questions in connection with the partnership or this deed arising between the partners shall be referred to the arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996. 17) CONSENT OF PARTNERS: Subject to what is herein otherwise provided, any party hereto shall not, without the consent of other partners in writing:a. Submit any dispute with any other person to arbitration or compromise or relinquish the claim. b. Withdraw any suit or legal proceedings filed by the firm. c. Admit any liability of the firm. d. Acquire or dispose of any moveable or immoveable property, except the stock-intrade in the ordinary course of business. e. Cause the firm to join as a partner with any other person or firm to carry out any other business. f. Deploy or use funds of the firm to join in any partnership activities with any other person or firm. g. Assign or transfer his share or any interest in the firm. h. Admit any person as a partner in the firm. i. Borrow any money for or in the name of the firm or create any security in form of charge / lien / hypothecation / mortgage on any assets of the firm. j. Enter into contracts except for contracts in the regular course of the business of the firm. k. Stand as a guarantor or surety for any person in the name of the firm or for and on behalf of the firm. l. Do or suffer to be done such act whereby the business of the partnership may be seized, attached or taken into execution. Any partner committing breach of any of the foregoing stipulations shall indemnify the other partner/s from all losses and expenses on account thereof. 18) PERSONAL DEBTS: The partnership firm shall not be responsible for the personal debts of the partners.

19) DURATION OF PARTNERSHIP: The duration of the partnership shall be "AT WILL”.

20) TRUE AND FAIR: The parties are subject to the following:i. Be true, fair and faithful to each other and shall not ii. Give true account and full information all the transactions affecting the firm. iii. Not do or cause anything which may be detrimental to the interest of the firm. iv. attend to the business of the firm as allocated, diligently and actively v. be entitled to be indemnified by the firm in respect of payment made and liabilities incurred by him in the usual and proper course of the business and in doing any act for protecting the firm from loss in emergency IN WITNESS WHEREOF the parties to this deed of partnership have signed, sealed and delivered on this 1st day of July, 2013 at Mumbai.

Sheena Saraf (First Party)

Kinjal Salva (Second Party)

Harpujan Sethi (Third Party)

WITHNESSES:

1.

2.