PARTNERSHIP DEED

THIS DEED OF PARTNERSHIP is made on this the day of 20th July, 2010.

AMONG
AFROZA AKTER, wife of Md, Shahin, daughter of Mohsena Begum of Village:
Phulchowa, Post Office- Bakila, Thana :Hajigong, District: Chandpur, at present
residing at House no :645/KHA/1, Bashaundhara, West Kazipara, Mirpur, Dhaka-
1216, aged about 27 years, by profession business woman, by faith Muslim, by
Nationality Bangladeshi by birth, hereinafter called the Chairman as well as the,
..…… FIRST PARTY
AND
PRASANTA NARAYON ROY CHOWDHURY, son of Ranajit Roy
Chowdhury of Village: Shanna, Post Office: Bakila, Thana: Hajigong, District :
Chandpur, at present residing at Shawon Tower, Level # 6, 2/C, Purana Paltan,
Dhaka-1000, aged about 31 years, by profession business man, by faith Sanatan
(Hinduism), by Nationality Bangladeshi by birth, hereinafter called Director no:1
as well as,
...........…..SECOND PARTY

AND

MD. HARUN OR RASHID (1), son of Md Abdul Aziz of 8/55, West

Mominbagh, Post Office: Ashrafabad, Thana: Kamrangirchar, District: Dhaka, at
present residing at Shawon Tower, Level #6, 2/C, Purana Paltan, Dhaka-1000,
aged about 40 years, by profession business man, by faith Muslim, by Nationality
Bangladeshi by birth, hereinafter called Director no: 2 as well as,
................. THIRD PARTY

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AND
HARUN-AR-RASHID (2) , son of Md Golam Hossain of Village: Dewan Para,
Post Office: Jamalpur, Thana: Jamalpur Sadar, District: Jamalpur, at present
residing at Shawon Tower, Level#6, 2/C, Purana Paltan, Dhaka-1000, aged about
34 years, by profession business man, by faith Muslim, by Nationality Bangladeshi
by birth, hereinafter called Director no:3 as well as,
........ FOURTH PARTY
AND
SULTAN NASIR UDDIN, son of Md. Abdur Razzak Sikdar of Village:
Pajakhali, Post Office: Kuri Paika, Thana: Potuakhali Sadar, District: Potuakhali,
at present residing at Shawon Tower, Level# 6, 2/C, Purana Paltan, Dhaka-1000,
aged about 40 years, by profession businessman, by faith Muslim, by Nationality
Bangladeshi by birth, hereinafter called Director no: 4 as well as,
…….FIFTH PARTY
AND
MD. KHAIRUL ISLAM, son of Late Abdul Ahad Talukdar of Village -Bagjan,
Post Office- Peosree, Police Station:- Madan, District:- Netrakona, at present
residing at Shawon Tower, Level # 6, 2/C, Purana Paltan, Dhaka-1000, aged about
40 years, by profession business man, by faith Muslim, by Nationality Bangladeshi
by birth, hereinafter called Director no:5 as well as,
……SIXTH PARTY
AND
MD. FOKHRUDDIN CHOWDHURY, son of Late Hakim Monir Ahmed
Chowdhury of Village: Sulakhali, Post Office:- Bhairab Chowdhury Hat, Police
Station:- Sonagazi, District:- Feni at present residing at Shawon Tower, Level # 6,
2/C, Purana Paltan, Dhaka-1000, aged about 42 years, by profession business man,
by faith Muslim, by Nationality Bangladeshi by birth, hereinafter called Director
no: 6 as well as,
......SEVENTH PARTY

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AND
MD.AMINUL ISLAM, son of Md Kafil Uddin of 77, Kadamtola, Post Office:-
Bashabo, Police Station:- Sabuj Bagh, District: Dhaka-1214, at present residing at
77, Kadamtola, Post Office:- Bashabo, Police Station:- Sabuj Bagh, District:
Dhaka-1214, aged about 40 years, by profession business man, by faith Muslim, by
Nationality Bangladeshi by birth, hereinafter called Managing Director as well as,
…….EIGHTH PARTY

WHEREBY it is agreed as follows:

1. The parties shall become and be partners under the firm name of M/S.
JANSIN MARKETING LIMITED as from the 20th day of July, 2010
and the principal office of the business firm shall be in Shawon Tower,
Level # 6, Suite #B, 2/C of Purana Paltan, Dhaka-1000
2. That the firms is a Partnership firm within the meaning of the
Partnership Act, 1932 and accordingly the following shall apply :-
a) No invitation of shares shall be issued to any outsiders for
purchasing any shares;
b) The number of members of this firms shall be restricted to the
under signers or till by amendment or unique decisions or of
special resolution make any change therefore,
c) The right to transfer shares of the company is restricted in the
manner and to the extent hereinafter provided.

3. The capital of the partnership shall be the sum of Taka

32,00,000.00(Taka Thirty Two Lac Only), or such other sum as the
partners mutually agreed upon afterwards, moreover, The Partners has
absolute rights to increase ,reduce their capital amount, time to time by
unique decision for the betterment of the firms and shareholders own
interest.
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4. The objectives for which the partnership is established are as following

provided that permission /approval/license from the government or its
appropriate agency and the concerned local government authority shall
be obtained wherever it is so required by law ,rules ,or regulations:

 To carry on business and to Act as export, import, manufacturing,

distribution, marketing agents, commission agents, shipping agents
clearing and forwarding agents (C&F), representatives, distributors,
stockiest and sales of any product or services of Bangladeshi
Company or of any Foreign Company in Bangladesh or elsewhere.

 To carry on the business of general trading, export and import of all

commercial permissible items, dealers, indenters, broker,
manufacturing contractor ,general supplier, buying and selling
agent, wholesale distribution dealers, Carrying of all and every kind
of general and special products specially medical health products,
perfume and body spray.

 To carry on the business of manufacturing, buying, selling,

importing, and exporting all types of Beauty Soap, Lemon soap,
Fairness Soap, Anti-dandruff Shampoo, Cold cream, Baby Lotion,
Baby Oil, Baby Shampoo, Tooth Paste, Hair Dye and all other baby
and health care items.

5. The Partnership shall begin on undersigned date and shall continue until
terminated by resolution.

6. The capital account of this partnership shall be contributed in cash by the

1st & 2nd partners. The corporal, incorporeal property & managerial task,
office space, store will be contributed by the 3 rd to 8th partners and the
operation cost will be carried by firms accounts.
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7. This Partnership firm shall maintain an individual account on behalf of

all partners and the partners should be notified about the account status
through time to time formal notifications and with a fixed signatory
authority by two partners decided by the board to maintain the bank
account and this could be changed by the decision of board time to time.

8. The partners shall have right to withdraw any amount by the prior written
decision of the board.

9. The partners shall have equal rights to give their opinion regarding any
matters in the general meeting of the firms, though, the chairman and the
managing director will take final decision but the managing director and
the partners who are authorized for the management of the partnership
shall not sign any deed regarding any assets, liabilities or capital maters
with out consent of other partners by special meeting. If any partner or
partners signs any deed or make any contract regarding assets, liabilities
or capitals contrary to this provision or any provisions of this partnership
deed then he/she will be personally liable for that transaction except
contrary decisions taken by all remaining partners

10. The partner, or partners shall have the rights to withdraw, sale, transfer
any part of his share or whole shares to any undersigned partners, but in
case if any partner or partners wish to sale or transfer whole or any part
of his/her shares to any outsiders then the shareholder or the shareholders
must take prior written permission from the remaining undersigned
partners.

11. The partners shall have rights to examine all trade transactions,
transactions with buyers, debtors, creditors, moreover they have rights to
examine accounts and make any quarry relating with the pecuniary
transactions of the firms.

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12. The Partners shall not be entitled to any interest on initial capital or any
capitals which included subsequently unless, a special resolution have
been passed to give such rights to the partners. But if any partner or
partners give loan to the firm then the issue of interest will depend on the
negotiations or on loan agreement of that partner or partners with other
shareholders.
13. The partners shall distribute the profit and bear the losses among them in
accordance with their shares which shall be @44% for the Chairman,
then @20% for the Director no:1, then @ 6% for the remaining directors
no 2 to 6,and the managing director shall also be entitled @ 6% of whole
shares respectively.
14. If the Director no 2 to 6 and the Managing Director think they are
capable to invest equally with the Chairman and the Director no 1, then
by special resolution, all partners shall redistribute their shares in equal
ratio provided that the last fiscal year accounts should be kept up to date
and the profit or losses should be distributed following/complying with
others provision of this agreement .The interest of the firms and all
partners common interest shall be protected and uphold by this
redistribution of the partners shares.
15. Generally, no shareholder shall be entitled to receive any salary, wages or
any reward from this firm, provided that if all shareholders by special
resolution decided to give salary, premium, reward or whatever that’s
name may be to any partner or partners, in addition to his/her
profits/loss, that would be possible if not inconsistent with any provisions
of this deed .
16. As this Partnership firms is a limited natures firm, That’s why if by any
cause/reasons the firm face loss or unnatural damage in that
circumstances, all partners shall be personally liable to bear that in
proportionate to his/her shares.
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17. The partnership accounts of the firm shall be maintained at the principal
office of the partnership, and each partner shall at all times have access
thereto. The books shall be kept on a fiscal year basis, and shall be closed
and balanced at the end of each fiscal year. An audit shall be made as of
the closing date or as the unique resolutions of the partners.

18. The financial transaction, current deposit account/accounts will be

opened with any scheduled bank/banks as mutually agreed upon by all
partner, which will be opened with signatures of two authorized partners
(at least) as per board decision. The financial transactions, issuing
cheque, promissory notes, bill of exchange or any other negotiable
instruments will be signed by at least two authorized partners’ signatures
thereof.

19. The managers, officers, staffs and all direct and indirect workers will be
appointed, dismissed or lay-off by the authorized partner or partners who
are being directed as managing directors.

20. In the event of the death of any party, the reaming partners/parties will
decide about continuity of that portion of partnership by unique
decision/resolution, whether the deceased representative will be included
as shareholder or just competent to inherit ate just that proportionate of
shares (deceased) .The partners of this firm shall within first fiscal year
will submit the list of legal representatives with alternatives of their
shares. The partners shall by special meeting will decide about selection
of their representatives with considering firms and their unique interests.

21. Bankruptcy of any member will be considered as disqualification to

carry on his/her membership in this firms, that’s why he/she shall retire
by sale or exchange his/her proportionate share to the remaining
members or as the provisions mentioned in any other parts of this deed.

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22. Immediately after each day of 30 th June in every year ,the Partners shall take
an account and valuation of the effects ,credits and liabilities of the
partnership ,such account and valuation shall after mutual examination be
drawn up in duplicate and signed by the partners ,who shall be final and
binding as between the partners. The profits and losses as the case may be
divided as aforesaid after the signing of such accounts.

23. That if any of the partners desires to retire from his share of the firm he will
serve 60 days notice to the other partners to purchase his portion partially
or wholly at the reasonable market price including its good will. If the other
partner fails to quote reasonable price or do not agree to purchase at
reasonable market price of the offered share of the partner desires to retire
in that case the share of the partner want to retire can be offered to any
outsiders to purchase at actual market price.

24. That the authorized partner empowered to sign or apply for membership of
any trade association for any license or, licenses to subscribe telephone ,fax,
firms TIN identification on be half of the firm as and when be required.

25. That any part of this whole partnership deed partially or wholly can be
deleted or altered or, changed or modified or amended of any clause/clauses
or can be added or, inserted with this deed as agreed upon by all the partners
which will be treated as an integral part of the original partnership deed .

26. If at any time any dispute , doubt or question shall arise among the partners
or their representatives either on the construction of their presents or
respecting the accounts of transaction, profits or losses of the business or
otherwise in relation to the partnership then every such disputes ,doubt or
question shall be referred to Arbitrators chosen by each of the partners and
the representatives of their umpire to be approximated in the manner
provided by law and such references shall in all respects , as to the mode
and consequences , thereof confirm to the provisions in that be half
contained in the Arbitration Act 1940 or any statutory modification thereof.

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27. That the partnership deed is made in nine (9) sets (one original and eight
duplicates) to remain one with each partners and remaining original copy
will be kept as firms’ official document or to serve registration purpose.

28. In construing of these agreement unless there shall be something

repugnant in subject or context inconsistent with there :-

 “Act” means the Partnership Act,1932.

 “Firms/Partnership Firms” means M/S. JANSIN MARKETING

LIMITED

 “Office” means the registered or not or temporally Shawon Tower,

Level # 6, Suite # B, 2/C of Purana Paltan, Dhaka-1000.

 “Year” means the calendar year as followed by the government

 “Chairman” means the director who will be designated by Board as

the time being.

 “Board” means and includes the body of all the partners/parties of this
deed.

 “Director” means the every individual Partner.

 “Managing Director” means the director who will be designated by

Board as the time being.

 “Share holders” means the legal owner of the share name where of
being appeared as Chairman/Managing Director/Directors/Partners in
this deed or by resolution added as shareholders.

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Pictures with identifiers
Identification of the partners
signs
1.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
2.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
3.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
4.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number: Identifiers signatures:
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5.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
6. Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
7.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
8.Name : Photo :
Fathers name:
Mothers name:
Age:
Occupation:
Nationality
Mobile number:
Identifiers signatures:
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Executed this …………………day of ……..2010 in Dhaka

SIGNATURES OF THE WITTNESES SIGNATURES OF THE PARTIES

1.………………………....... 1……………………....……..

2…………………….………..

2… …………………………. 3……………………………..

4…………………….……….

3. ………......…………………. 5…………………....………..

6………………….…………..

4. ………………….....………. 7………………….…………..

8…………………………….

SIGNATURES OF THE IDENTIFIEARER/LAWER