PARTNERSHIP DEED

BHAVYA FOODS
THIS DEED OF PARTNERSHIP executed at Rajkot on 1ST day of November, 2014 by
and between :

(1) Shri NITINKUMAR KARSHANBHAI SORATHIYA, Hindu, Adult, Jamnagar

(2) Smt. NIRMALABEN MANSUKHBHAI SORATHIYA, Hindu, Adult, Rajkot.

WHEREAS the parties hereto desirous to carry out Manufacturing, Trading and Job-work
in All type of Foods, Namkeen and Bakery items in Retail, Wholesale and also to take any
kind of Trading & Manufacturing Activity, to take and give Dealership, Distributorship
and to take any kind of business in future mutually decided by all partners.
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AND WHEREAS the parties hereto have mutually discussed and decided terms and
conditions of partnership.

AND WHEREAS the parties hereto are desirous to put in writing such mutually discussed
and decided terms and conditions.

NOW THEREFORE THIS DEED OF PARTNERSHIP WITHNESSETH AS UNDER:

1. NAME OF THE FIRM :

The Partnership business shall be carried on under the name and style of
“BHAVYA FOODS” and/or such other name or names as the partners may be
decide from time to time.

2. REGISTERED OFFICE :

The principal place of business of the partnership shall be situated at Plot No.
2830, Road-J, Metoda GIDC, Opp: Jyoti CNC Material Gate, Almighty Gate
Metoda, Tal:Lodhika, Dist:Rajkot or such other place or places as may be
mutually agreed between the partners from time to time.

3. BUSINESS OF THE FIRM :

WHEREAS the parties hereto desirous to carry out Manufacturing, Trading and
Job-work in All type of Foods, Namkeen and Bakery items in Retail, Wholesale and
also to take any kind of Trading & Manufacturing Activity, to take and give
Dealership, Distributorship and to take any kind of business in future mutually
decided by all partners.

The partnership may carry on all other activities incidental or ancillary to the
business of the firm.

The partners may by mutual consent decide to carry on any other business or
businesses in India and abroad as may be decided from time to time.

4. DATE OF COMMENCEMENT AND DURATION OF THE FIRM :

The partnership firm shall be deemed to have come into existence with effect
01.11.2014.
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The duration of the Partnership firm shall be “AT WILL”.

Any partner who desires to retire shall give one month’s notice in writing of his
desire to retire from the partnership firm.

5. CAPITAL :

The partners of the firm will bring capital required for the purpose of business by
mutual understanding. The additional requirement may be financed by the firm by
borrowing. The firm may pay interest on such borrowing and may create charge on
its assets or offer any other security for such borrowing.

6. INTEREST ON CAPITAL :

The capital contributed by partner either as capital or loan or under any other head
of account shall be entitled for interest at such rate as specified under section 40(b)
of I.T. Act, 1961. Which is 12% at present. However in the situation of loss or
insufficient profit to provide interest at maximum rate of interest allowable under
I.T. Act, 1961, the partners with mutual understanding may provide interest at lower
rate of interest. Further, If there is any debit balance in one or more accounts of any
partner, interest shall be charged at the same rate and in the same manner as
provided in respect of payment of interest.

7. REMUNERATION TO PARTNERS :

(a) It is agreed between the partners that Shri Nitinkumar Karshanbhai

Sorathiya and Smt. Nirmalaben Mansukhbhai Sorathiya will act as
working partner who shall engage himself/herself actively in conducting the
affairs of the partnership business.

(b) While the partner are conscious of the fact that dedicated effort and attention
to the business by the working partner is crucial and foremost for providing
continued vigor to the business and by that reckoning such
partner deserve adequate incentive and handsome compensation. Yet
considering the restrictive provisions of section 40(b) of I. T. Act, 1961 and
to relieve the firm of the financial burden they have agreed to make the
disbursement of reward for services varying with the level of earning by the
partnership business from year to year.
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(c) The minimum remuneration payable to working partner Shri Nitinkumar

Karshanbhai Sorathiya and Smt. Nirmalaben Mansukhbhai Sorathiya
shall be Rs.1,50,000/-.

(d) The maximum remuneration payable working partner namely Shri

Nitinkumar Karshanbhai Sorathiya and Smt. Nirmalaben Mansukhbhai
Sorathiya shall be the following amounts :

i) On the first Rs.3,00,000/- of the Rs.1,50,000 or at the rate of 90%

Book Profit of Book Profit whichever is more

ii) On the balance of Book Profit at the rate of 60% of Book Profit

For the purpose of this clause “BOOK PROFIT” means the net profit as
shown in the profit and loss account for the relevant previous year computed
in the manner laid down in chapter IV-D of the I. T. Act, 1961 as increased
by the aggregate amount of the remuneration payable to all the partners of
the firm of such amount as has been deducted while computing net profit.

(e) However, the remuneration payable to working partner Shri Nitinkumar

Karshanbhai Sorathiya and Smt. Nirmalaben Mansukhbhai Sorathiya
shall be limited to the profit in a case where the remuneration payable as per
clause (d) exceeds profit.

(f) Though principally the interest and remuneration due to each partner will
accrue day to day with the commencement of the accounting year, yet it is
agreed that ordinarily the interest and remuneration due to each partner will
be calculated and paid or credited to his account only once on ascertainment
of book profit after the close of financial year except earlier in the event of
the retirement/death of a partner or change in the constitution or dissolution
of partnership. The partners shall be however, have the option to make
interim withdrawals towards interest and/or remuneration as the case may be
at such intervals as may be deemed expedient and the sum so paid on this
account shall be adjusted against the final figure determined on finalization
of accounts after the close of the accounting period.
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8. PROFIT AND LOSS SHARING RATIO :

The net profit or loss of the firm shall be divided amongst the partners in the
following ratio:

Sr.No. Particulars % of Share

(1) Shri Nitinkumar Karshanbhai Sorathiya 50 %

(2) Smt. Nirmalaben Mansukhbhai Sorathiya 50 %
==========
TOTAL 100 %
=========

9. ACCOUTING YEAR :

The accounting year of the firm shall be financial year and first accounting year
shall commence from 01.11.2014 and shall end on 31.03.2015.

10. BANK ACCOUNT :

Bank Account or accounts shall be opened in one or more banks in the firm’s name
and the same shall be operated upon either singly or jointly as mutually agreed upon
by the partners of the firm or they may give power of attorney to anybody to operate
the account as mutually agreed upon by partners.

11. BOOKS OF ACCOUNTS :

All necessary and proper books of accounts shall be kept and maintained by the firm
at the principle place of business as well as its branch if any, and the partners shall
be at liberty to inspect them and to take copies thereof at all reasonable time and
looking to the interest of the firm.

12. DRAWINGS :

The partners may make withdrawals as per mutual understanding from time to time.
Such withdrawals shall be debited to capital or current account and adjusted against
interest and remuneration payable or against share of profit at the end of the year.
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13. RETIREMENT OF PARTNER :

In the event of retirement or death of partner/s, the partnership firm shall not stand
dissolved. The remaining partners shall with mutual consent admit heir or heirs of
the deceased or any other person or persons as partners.

14. DEATH, INSOLVENCY OR LUNACY OF AND PARTNER :

The firm shall not get automatically dissolved on account of death, insolvency or
lunacy of any partner.
The firm shall continue to carry on business with the remaining partners. The legal
hairs or family members of such outgoing partner may be admitted as partner at the
discretion of continuing partners.

15. IMPLIED RIGHTS AND POWERS OF THE PARTNERS :

(i) None of the partner of firm shall without the consent in writing of the other
partner/partners sell, transfer, mortgage or otherwise alienate, assign, or
charge his/her share, interest in the assets or profits of the firm.
(ii) Lend money belonging to the firm except in the ordinary course of business.

16. BORROWING POWERS :

Any additional finance that may be required by the firm for it’s business, in addition
to the capital contributed by the partners as aforesaid, shall be raised from such
persons, firms, companies, banks, financers and financial institutions on such terms
and conditions as per mutual agreement from time to time and by creating charges
over its assets.

17. APPLICABILITY OF PARTNERSHIP ACT :

The provisions of the Partnership Act as applicable from time to time shall apply in
respect of matters on which there are no specific provisions in this deed.

18. ARBITRATION :

1) That all other matter for which no provision is made in this deed shall be
decided by the partners mutually.
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2) Any terms of this deed may be varied, altered or amended with the mutual
consent of the partners in writing without execution of the fresh agreement of
partnership.

3) In case of any dispute of difference arising between the partners relating to

the interpretation of the terms and conditions of this deed or concerning any
other matter affecting the partnership business during the subsistence or after
the termination of this partnership, the same shall be referred to arbitration,
in accordance with the provisions of the Indian Arbitration Act, 1940 as
modified and amended from time to time.

19. STAMP PAPER :

This deed is executed on a stamp pap er of Rs. 1000/- ( Rupees One Thousand only)
having Stamp Paper No. 6487 [F-345967], Dtd. 01.11.2014 along with other
supplementary papers.

IN WITNESS WHEREOF THE PARTIES hereto have signed on this instrument of

partnership on the 1st of November, 2014, at Rajkot.

Signature : Witness :

(1) ____________________________ (1) ___________________________

( Shri Nitinkumar Karshanbhai Sorathiya )

(2) ____________________________ (2) ___________________________

( Smt. Nirmalaben Mansukhbhai Sorathiya )
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Signature :

(1) ____________________________
( Shri Nitinkumar Karshanbhai Sorathiya )

(2) ____________________________
( Smt. Nirmalaben Mansukhbhai Sorathiya )