Limited Liability Partnership Agreement

(As per Section 23(4) of LLP Act, 2008)

THIS Limited Liability Partnership Agreement of LOGORI -

EQUAL VISIONS CONSULTING LLP made at
this , 2023 at Jorhat Between:

1. BONDITA ACHARYA (DPIN: 06704010) d/o. JOGANANDA

GOSWAMI aged about 51 years, residing at House No 42,
Suagpur, T.R Phukan Path, Jorhat – 785001, Assam, INDIA
which expression shall, unless it be repugnant to the subject
or context thereof, include their legal heirs, successors,
nominees and assignees and hereinafter called the FIRST
PARTY,

2. ASHA ZECHARIAH (DPIN: 10241734) d/o. JOHN ZECHARIAH

aged about 48 years, residing at Geetha Bhavan Kaviyoor P.O,
Padinjatumcherry, Kaviyoor, Pathanamthitta - 689582 Kerala,
INDIA which expression shall, unless it be repugnant to the
subject or context thereof, include their legal heirs,
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 successors, nominees and permitted assignees and hereinafter
called the SECOND PARTY,

(Depending on the context in which such term is used, each

party to this Agreement shall be singularly known as 'Partner'
or 'Party' and collectively as 'Partners' or 'Parties').

NOW parties of the first and second hereto are interested in

forming a Limited Liability Partnership under the Limited
Liability Partnership Act 2008 and that they are collectively
referred as partners.

AND WHEREAS the parties to this agreement, with a view to join

hands for the for the purposes of the business of to offer and
carry on the business of general consultancy services, training
and research, organizational development in all field and
providing Manpower placement and recruiting, Selecting,
Interviewing and Employing all types of executives, Middle
Management Staff, Junior Level Staff, management consultants,
Workers, Labourers Skilled/Unskilled required by various
Industries and organizations including providing security
services, Labour contractors, job workers, Industrial,
Commercial, Housing and other security services to various
industries as per their demand and workers for office
management and to conduct employment bureau and to provide
consultancy, Organizational Development and business
development, programme planning, management and evaluation
services, social entrepreneurship programmes, survey and other
related services in connection with requirements of persons and
manpower supply in India. under LLP identification Number:
ACC-0555 17th July, 2023, incorporated with the Registrar of
the Companies (Central Registration Centre), under the name and

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 style of “LOGORI - EQUAL VISIONS CONSULTING LLP”
(hereafter referred to as LLP)

AND WHEREAS the parties hereto are desirous of recording the

terms and conditions on which the Limited Liability Partnership
and its business is to be conducted, continued & carried out. It is
hereby agreed by and between the parties as follows:

Now This AGREEMENT WITNESSETH AS UNDER-

1. NAME OF THE FIRM

A Limited Liability Partnership shall be carried on in the name

and style of LOGORI - EQUAL VISIONS CONSULTING LLP and
hereinafter called as THE LLP.

2. COMMENCEMENT

The LLP as constituted under this Deed shall be deemed to be

have commenced on the 17th July, 2023.

3. DURATION

The Duration of the Limited Liability Partnership shall be “AT

WILL”.

4. REGISTERED OFFICE

The LLP shall have its initial registered at House No 42, Suagpur

T R Phukan Path, PO, Jorhat – 785001 Assam INDIA and/or at

such other place or places, as shall be agreed to by the majority
of the partners from time to time. The LLP can change its

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 Registered Office at other place in compliance of the LLP rules.
The address stated above or any subsequently changed registered
office address shall be sufficient for service of any documents.

5. CONTRIBUTION

The Contribution of the LLP shall be Rs. 10,000/- (Rupees Ten

Thousand only) which shall be contributed by the partners in the
following proportions.

First Party : Rs. 5,000/- (Five Thousand Only)

Second Party : Rs. 5,000/- (Five Thousand Only)

The further Contribution if any required by the LLP shall be

brought by the partners in their profit-sharing ratio or shall be
borrowed from outside as loan and interest shall be paid by the
firm.

6. PROFIT AND LOSS

The net profits/loss of the LLP arrived at after providing for

payment of remuneration to the working partners as per
Annexure-A and interest as per Annexure-B to partners on the
loan given by them shall be divided in the following proportions:

To the said as FIRST PARTY 50%

To the said as SECOND PARTY 50%

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7. Admission of New Partner

The new partner may not 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.

8. The Contribution of the partner may be tangible, intangible,

Moveable or immoveable property and the incoming partner shall
bring such contribution as may be mutually agreed upon.

9. The Profit-sharing ratio of the incoming partner will be mutually

agreed upon by all other partners.

Rights of Partner

10. 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 Contribution.

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

12. Each of the parties 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 and
other partners and the LLP shall have no objection thereto
provided that the said partner has intimated the said fact to the
LLP before the start of the independent business and moreover,
he shall not use the name of the LLP to carry on the said
business.

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13. If any partner shall advance any sum of money to the LLP over
and above his due contribution to capital, the same shall be a
debt due from the LLP to the partner advancing the same and
shall carry compound interest at the rate of 12% per annum or
any other rate decided by the partners unanimously.

14. The LLP shall have perpetual succession. So, death, retirement or
insolvency of any partner shall not dissolve the LLP.

15. On retirement of a partner, the retiring partner shall be entitled

to full payment in respect of all his rights, title and interest in the
partner as herein provided. However, upon insolvency of a
partner his or her rights, title and interest in the LLP shall come
to an end. Upon the death of any of the partners herein any one
of his or her heirs will be admitted as a partner of the LLP in
place of such deceased partner. The heirs, executors and
administrators of such deceased partners shall be entitled to and
shall be paid the full payment in respect of the right, title and
interest of such deceased partner.

16. On the death of any partner, if his or her heir opts not to become
the partner, the surviving partners shall have the option to
purchase the contribution of the deceased partner in the LLP.

17. Duties of Partners

Each Partner shall be just and faithful to the other partners in all
transactions relating to the LLP.

18. Each partner shall render true accounts and full information of
all things affecting the limited liability partnership to any partner
or his legal representatives.

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19. Every partner shall account to the limited liability partnership for
any benefit derived by him without the consent of the LLP of any
transaction concerning the limited liability partnership, or for any
use by him of the property, name or any business connection of
the LLP.

20. 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.

21. In case any of the Partners of the LLP desires to transfer or

assign his/her interest or shares in the LLP, he/she can transfer
the same with the consent of all the Partners.

22. No Partner shall without the written consent of other Partners: -

- Engage or except for gross misconduct, dismiss any employee
of the partnership.
- Employ any money, goods or effects of the partnership or
pledge the credit thereof except in the ordinary course of
business and upon the account or for the benefit of the LLP
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 partnership property or any part
thereof may be seized.
- Assign, mortgage or charge his or her share in the
partnership or any asset or property thereof or make any
other person a partner therein.
- Lend money or give credit on behalf of the LLP or to have any
dealings with any persons, company, LLP or firm whom the
other partner previously in writing have forbidden it to trust
or deal with. Any loss incurred through any breach of

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 provisions shall be made good with the LLP by the partner
incurring the same.
- 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 all the other partners.
- Enter into any bond or become bail or surety for any person
or knowingly cause or suffer to be done anything whereby
this limited liability partnership property may be endangered

Meeting

23. The meeting of designated partners may be called by giving 7

days’ notice. In case if any urgent meeting is called the notice,
requirement is to be rectified by all the Partners.

24. The matter discussed in the LLP meeting shall be decided by a

resolution passed by a majority in number of the partners, and
for this purpose, each partner shall have one vote.

25. The meeting of the Partners may be called by sending 14 days’

prior notice to all the partners at their residential address or in
case of urgent meeting the same can be called by telephonic
conversation but the notice requirement is to be rectified by all
the Partners.

26. 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.

27. Limited liability partnership shall ensure that decisions taken by

it are recorded in the minutes within 30 days of taking such
decisions and are kept and maintained at the registered office of
the LLP.

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 28. Each partner shall:

I. 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.

II. Each of the partners shall give time and attention as may be
required for the fulfillment of the objectives of LLP business and
they all shall be the working partners.

Designated Partner and their duties

29. The First Party and Second Party shall act as the Designated
Partner of the LLP in terms of the requirement of the Limited
Liability Partnership Act, 2008.

30. 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.

31. The Designated Partners shall be responsible for the doing of all
acts arising out of this agreement.

32. Remuneration will be given to all Designated Partner/s for

rendering of their services as per ANNEXURE A.

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 33. The 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 LLP, except for the gross negligence
or willful misconduct of the partner or officer seeking
indemnification.

Cessation of Existing Partners

34. Partner may cease to be partner of the LLP in case of retirement,

cessation or resignation by giving a notice in writing of not less
than 15 days to the other partners of his intention to retirement,
cessation or resign as partner respectively.

35. 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 the LLP with fraudulent purpose.

36. The LLP can be wounded up with the consent of all the partners
subject to the provisions of Limited Liability Partnership Act
2008.

37. Extent of Liability of the LLP

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 he has no authority or does not know or
believe him to be a partner of the LLP.

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 Miscellaneous Provisions

38. The limited liability partnership shall indemnify each partner in

respect of payments made and personal liabilities incurred by him
—
I. In the ordinary and proper conduct of the business of the limited
liability partnership; or
II. In or about anything necessarily done for the preservation of the
business or property of the limited liability partnership.

39. The books of accounts of the firm shall be kept at the registered
office of the LLP for the reference of all the partners. The Books of
accounts of the LLP shall be audited as and when required by the
Act, by a person who is authorized by the Government from time
to time appointed by the decisions of the majority of the Partners.
A person who is authorized by the Government from time to time
if appointed can be removed after due compliance of the
provisions of the Act and rules.

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 LLP till 31st March of
the subsequent year.

41. It is expressly agreed that the bank account of the LLP shall be
opened in such Bank as may be mutually decided and will
operated as per the mutual decisions of partners.

42.
The Limited Liability Partnership shall be entitled to accept
borrowings from banks, financial institution or any person/entity for
the purpose of its business and create
charge/hypothecation/mortgage/lien or any other lawful
encumbrances on its assets for the purpose of such borrowings. The
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 Limited Liability Partnership shall also be entitled to carry out all
ancillary and incidental activities for the purpose of acceptance of
such borrowings. The Designated partners of the Limited Liability
Partnership shall be the authorized person to execute necessary
documentation, whenever required, in connection with such
borrowings.

43. All disputes between the partners or between the Partner and the
LLP arising out of the limited liability partnership agreement
which cannot be resolved in terms of this agreement shall be
referred for arbitration as per the provisions of the Arbitration
and Conciliation Act, 1996 (26 of 1996).

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IN WITNESS WHEREOF the parties have put their respective

hands the day and year first hereinabove written Signed and
delivered by the for and on behalf of the LLP.

NAME PHOTO SIGNATURE

BONDITA ACHARYA
(Designated Partner)
(DPIN: 06704010)

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 ASHA ZECHARIAH
(Designated Partner)
(DPIN: 10241734)

Witness:

1. Name:

Address:

Occupation:

Signature:

2. Name:

Address:

Occupation:

Signature:

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 Annexure-A

 REMUNERATION TO PARTNERS:

Partners of the LLP mentioned as First Party and Second Party

shall be the working Partners of the firm and they will perform
such duty as they mutually agree upon from time to time and
they will be entitled for yearly remuneration as provided
hereunder:

(a) The aggregate amount of yearly remuneration payable to the

working designated partners shall be worked out as per
percentage of the book profits for each accounting year as
prescribed in section 40(b)(v) of the Income Tax Act, 1961 or
any statuary modification thereof for the time being in force
and the aggregate amount so worked out shall be paid to the
working partners as may be mutually agreed between the
parties.

At present the aggregate amount of yearly remuneration as

prescribed in section 40(b) (v) of The Income Tax Act, 1961 is
as under:

On there being loss or

book profit up to Rs. 1,50,000/- or 90% of book
Rs.3,00,000/- for the Profit whichever is higher.
year:
On book profit exceeding
60 % of excess of book profit over
Rs. 3,00,000/- for the
3,00,000/-
year:

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The expression book profit shall mean the book profits as defined
in section 40(b) (v) of Income Tax Act, 1961 or any statutory
modification or re-enactment thereof, for the time being in force.

(b) It is mutually agreed by the partners that in case the firm has
made profit of less than Rs. 150,000/= (One Fifty Thousand)
or suffered a loss, the amount of remuneration shall be
restricted to amount of profit or no remuneration shall be paid
to the partners as the case may be.

(c) It is hereby agreed that the partners shall be entitled to

increase or reduce the above total amount of remuneration
and/or amount payable to each partner and/or to revise the
mode of calculating the aforesaid remuneration from time to
time and also to mutually determine that no remuneration
shall be paid to any partner/s for any year considering the
circumstances and business need or for any other reasons
which they think proper.

(d) The remuneration payable to the partners as above shall be

credited to their respective account at the close of the
accounting year on ascertainment of book profit. The partners
shall be entitled to withdraw any amount during the year from
time to time, towards their yearly remuneration, as may be
decided by partners by mutual consent.

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 Annexure-B

 Payment of Interest:

(a) It is hereby agreed by the parties here to that the partner shall
be entitled to simple interest at the maximum rate of 12 %
p.a. permissible u/s 40(b)(iv) of the I. T. Act, 1961 or any
statuary modification thereof for the time being in force, on
the amount standing to their respective credits of capital and
loan accounts. If there is any debit balance in the account of
the partner, interest at the same rate shall be payable by him.
Provided that in the year in which the income of the firm as
computed as per the provisions of the I. T. Act, is less than
the amount of the such interest or there is a loss (negative
income), the amount of the above interest shall be restricted
to the amount of the income or no interest shall be paid to the
partners as the case may be.

(b) The partners shall be entitled to increase or reduce the rate of

interest as may be mutually agreed upon by them from time to
time and may also agree that no interest shall be paid to the
partners for any year, considering the circumstance and business
need or for any other reasons which they think proper.

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1. BONDITA ACHARYA (DPIN: 06704010)

2. ASHA ZECHARIAH (DPIN: 10241734)

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