SHAH PURIS LLP

AGREEMENT
(AS PER SECTION 23(4) OF LLP ACT, 2008)

THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT (“LLP Agreement”)

is made and entered into as on the ____Day of May , 2023

THIS AGREEMENT OF LLP MADE AT DELHI, this _______Day of May 2023

BETWEEN

1. Sri Deepak Gupta, S/o Naresh Kumar Gupta, R/o Y-17,Green Park Main , South
Delhi, Delhi-110016, Designated Partner which expression shall, unless it be repugnant
to the subject or context thereof, include his legal heirs, successors, nominees and
permitted assignees and hereinafter called the FIRST PARTY, AND

2. Mrs Shweta Gupta, W/o Deepak Gupta, R/o Y-17,Green Park Main , South Delhi,
Delhi-110016, Designated Partner which expression shall, unless it be repugnant to the
subject or context thereof, include his legal heirs, successors, nominees and permitted
assignees and hereinafter called the SECOND PARTY, AND

3. Sri Naresh Kumar Gupta, S/o Om Prakash Gupta , R/o Y-17,Green Park Main ,
South Delhi, Delhi-110016, Designated Partner which expression shall, unless it be
repugnant to the subject or context thereof, include his legal heirs, successors, nominees
and permitted assignees and hereinafter called the THIRD PARTY, AND

4. Mrs Sushil Gupta , W/o Naresh Kumar Gupta, R/o Y-17,Green Park Main , South
Delhi, Delhi-110016, Designated Partner which expression shall, unless it be repugnant
to the subject or context thereof, include his legal heirs, successors, nominees and
permitted assignees and hereinafter called the FOURTH PARTY.

(THE FIRST, THE SECOND, THE THIRD AND THE FOURTH PARTY SHALL BE
INDIVIDUALLY REFERRED TO AS A DESIGNATED PARTNER AND
COLLECTIVELY REFERRED TO AS THE DESIGNATED PARTNERS AND ALL
THE PARTIES SHALL BE COLLECTIVELY REFERRED TO AS “THE PARTIES”
THE FIRST, SECOND, THIRD AND FOURTH PARTY SHALL BE COLLECTIVELY
REFERRED TO AS DESIGNATED PARTNERS)

WHEREAS the First Party is Sri Deepak Gupta, S/o Naresh Kumar Gupta, R/o Y-17,
Green Park Main , South Delhi, Delhi-110016.

WHEREAS the Second Party is Mrs Shweta Gupta, w/o Deepak Gupta , R/o Y-17,Green
Park Main , South Delhi, Delhi-110016.

WHEREAS the Third Party is Sri Naresh Kumar Gupta, S/o Om Prakash Gupta , R/o Y-
17 , Green Park Main , South Delhi, Delhi-110016.

WHEREAS the Fourth Party is Mrs Sushil Gupta , W/o Naresh Kumar Gupta, R/o Y-17 ,
Green Park Main , South Delhi, Delhi-110016.

NOW all the Parties are interested in forming a Limited Liability Partnership under the
Limited Liability Partnership Act, 2008 and that they intend to write down the terms and
conditions of the said formation and

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:
1. NAME:

The Limited Liability Partnership shall be carried on in the name and style of M/s.
SHAH PURIS 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 day of the registrar of LLP issues the Certificate of Incorporation to the LLP

3. ADDRESS:

The LLP shall have its registered office at B-95 PHASE II OKHLA
INDUSTRIAL AREA DELHI South Delhi DL 110020 and/or at such other place
or places, as shall be agreed to by the majority of the partners from time to time

4. CAPITAL CONTRIBUTION:

The Contribution of the LLP shall be Rs. 3,04,000/- (Rupees Three Lakh Four
Thousand Only) which shall be contributed by the Partners in the following
proportions.

 First Party 14.17 % i.e. Rs 43,080 (Rupees Forty Three Thousand Hundred
Eight)
 Second Party 29.20 % i.e. Rs 88,750 (Rupees Eighty Eight Thousand Seven
Hundred Fifty only)
 Third Party 29.22 % i.e. Rs 88,840 (Rupees Eighty Eight Thousand Eight
Hundred Forty)
 Fourth Party 27.41 % i.e. Rs 83330 (Rupees Eighty Three Thousand Three
Hundred Thirty)

Any further Contribution, if any required, by the LLP shall be brought in by the
Partners in the proportion as decided by Designated Partner& Partners.

5. PROFIT SHARING RATIO:

All the Partners of the LLP are entitled to share profit and losses in the ratio of their
respective contribution specified in Schedule 2 in the LLP.

6. BUSINESS:

The nature and purpose of the Business to be conducted by the LLP is;
6.1 To carry on business in India and abroad of manufacturing, preserving, reigning,
packing, bottling, prepare, manipulate, treat, market, import, export, improve,
produce, process, prepare, buy, sell, deal in and carry on the manufacturing and
trading in foods and beverages like jams, jelly’s, pickles, cider, chutney, marmalades,
mayonnaise, mustard, desserts, coffee, tea, flavours, condiments, pancakes,
doughnuts, vinegar’s ketchup, sauces, juices, squashes, syrups, soups, powder
( eatable ), drinks, non-alcoholic, carbonated and noncarbonated, gelatines, essences,
ice- creams, spices, dairy products and other eatables, bakery products and
confectionery items such as breads, biscuits, sweets, roti, pizza, papad, cakes,
pastries, cookies, wafers, candoles, lemon drops, chocolates, chewing gums, toffee,
lozenges, tinned, canned, bottled products, milk cream, butter, butter scotch, sauce,
ghee, cheese. Condensed milk, milk powder, skimmed milk food, baby food, infant
foods, milk products and milk preparation, soya milk products and preparations,
soyabean based foods, protein foods, dietic products, health foods, cereal products ,
wheat cakes, poultry products , farm products, milk shakes, water ice products,
yoghurt, mouth freshner, carbon dioxide for beverages.

6.2. To carry on the business of manufacturers and merchants and dealers and
distributors of canned food, packed food, squashes, aerated water, mineral water,
syrups, soft drinks, fruit drinks, milk and milk products and beverages of every
description.

6.3. To carry on business as brewers distillers and manufacturers of and merchants

and dealers of squashes, syrups, aerated water and of casks, bottles and other
receptacles for the same, and of malt, hops, grains, meal, yeast and all other material
and things capable of being used in connection with any such manufacture of
business.

6.4. To bottle and sell and distribute sterilized flavoured milk and to bottle and sell
and distribute the beverages and to produce, store, purchase, sell, import, export and
otherwise deal in flavoured milk and beverages.
7. BANKERS

The authorized Partners of the LLP shall open a bank account/s in such bank/s in
the name of the LLP, as the Partners may from time to time unanimously agree
upon. The bank account shall be operated by any one of the Partners or in such
manner as may be decided unanimously by all the Partners present in the meeting
in which such decision is taken. Further, the Designated Partners are empowered to
deposit and to take loan overdraft facilities or any other facilities they may think
proper on behalf of the LLP, and for the purpose, they have all the power to
mortgage stocks, machineries, book debt etc. with the bank and can sign all
documents of thereof on behalf of the LLP.

8. INTEREST ON CONTRIBUTION

Interest may be paid /charged on the capital and deposit accounts of the partners @
12% per annum or at such other rate or rates mutually decided, or other rates as
may be specified as the maximum rate of interest in section 40(b)(iv) of the
Income Tax Act, 1961, from time to time. Subject to interest will be paid after
business activities start.

9. POWERS OF PARTNERS

9.1 The business of SHAH PURIS LLP shall be managed jointly by the
Designated Partners and they will exercise all such powers of the LLP and do all
such acts and things as are required to be exercised under this Agreement.

9.2 All Partners are authorize to purchase/sales any land, land with building or any
property or factory or business related construction, reconstruction work, plan
passing, license require, approval permission from appropriate authority or
department.
 9.3 All Partners has the power and is authorised to do work and business by tender
agreement etc. with Government, Semi government, or other institution etc. on
behalf of the LLP. He is also entitled to sign the above on behalf of the
LLP. Whenever required he can give power of attorney for the above matters to
other person.

9.4 Shri Deepak Gupta & Shri Naresh has the power and is authorized to sign any
Application/Transfer forms, Documents & Procedure etc. with Government, Semi
Government, Indian Post, & Telegram /Department of Telecommunication or other
institution etc. on behalf of the LLP. He is also entitled to sign the above on behalf
of the LLP. Whenever required he can give power of attorney for the above
matters to other person

10. ADMISSION OF NEW PARTNER

No Person may be introduced as a new partner without the consent of all the existing
partners. Such incoming partner shall give his/her prior consent to act as Partner of
the LLP.

11. CONTRIBUTION FROM NEW PARTNER

The Contribution of the partner may be tangible, intangible, moveable or immoveable

property and the incoming partner shall bring minimum contribution as decide by
existing partners.

12. PROFIT SHARING RATIO OF NEW PARTNER:

The Profit sharing ratio of the incoming partner will be in proportion to his/her
contribution towards LLP.

13. RIGHTS OF PARTNER

13.1 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.

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

13.3 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 she shall not use the name of the LLP to carry on the said
business.

14. PERPETUAL SUCCESSION:

LLP shall have perpetual succession. Death, retirement or insolvency of any partner
shall not dissolve the LLP.

15. RETIREMENT/INSOLVENCY OR DEATH OF PARTNER:

15.1 On retirement of a partner, the retiring partner shall be entitled to full

payment in respect of all her 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.

15.2 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.
16. DUTIES OF PARTNERS:

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

16.2 Every partner shall indemnify the limited liability partnership and the
other existing partner for any loss caused to it by her fraud in the conduct
of the business of the limited liability partnership.

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

16.4 In case any of the Partners of the LLP desires to transfer or assign her
interest or shares in the LLP, she has to offer the same to the remaining
partners by giving 15 days’ notice.

16.5 No partner shall without the written consent of the LLP

I. 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.

II. 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.

III. Enter into any bond or becomes surety 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.
 IV. Assign, mortgage or charge his or her share in the LLP or any asset or
property thereof or make any other person a partner therein.

V. 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 partner.

17. MEETING:

17.1 All the matters related to the LLP 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.

17.2 The meeting of the Partners may be called by sending 15 days prior notice
to all the partners at their residential address or by mail at the Email ids
provided by the individual Partners in written to the LLP. In case any
partner is a foreign resident the meeting may be conducted by serving 15
days prior notice through email. Provided the meeting be called at shorter
notice, if majority of the partners agrees in writing to the same either
before or after the meeting.

17.3 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.

17.4 With the written Consent of all the partners, a meeting of the Partners may
be conducted through Teleconferencing.

17.5 Every limited liability partnership shall ensure that decisions taken by it
are recorded in the minutes within thirty days of taking such decisions and
are kept and maintained at the registered office of the LLP.
18. EACH PARTNER SHALL

18.1 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.

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

19. DUTIES OF DESIGNATED PARTNER

19.1 All the Partners shall act as the Designated Partner of the LLP in terms of
the requirement of the Limited Liability Partnership Act, 2008. The
Names of the designated partners along with their DIN nos. are set-forth in
schedule 1 & 3 to this agreement.

19.2 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 part-
nership in respect of compliance of the provisions of this Act including
filling of any document, return, statement and the like report pursuant to
the provisions of Limited Liability Partnership Act, 2008.

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

20. REMUNERATION TO DESIGNATED PARTNERS & PARTNERS:

The LLP shall pay such remuneration to the Designated Partners as may be decided
by the majority of the Partners, for rendering her services as such.

Sri, Deepak Gupta, Mrs Shweta Gupta, Sri Naresh Kumar Gupta, Mrs Sushil
Gupta, Designated Partners have agreed to attend the affairs of the business of LLP.
It is hereby agreed that in consideration of the services so rendered, remuneration
will be decided by majority of the partners time to time or as per the working under
Section 40(B) (V) read with explanation 3 of Income Tax Act 1961 or as per the
working under Section 40(B) of Income Tax Act, whichever is lower.

21. INDEMNIFICATION:

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.

22. CESSATION OF EXISTING PARTNERS

22.1 Partner may cease to be partner of the LLP by giving a notice in writing of
not less than thirty days to the other partners of her intention to resign as
partner.

22.2 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
LLP with fraudulent purpose.

23. WINDING UP

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

24. EXTENT OF LIABILITY OF LLP

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.

25. ALTERATION OF LLP AGREEMENT

25.1 Notwithstanding anything stated or provided herein the Partners hereto have
full powers and discretion to modify, after or vary the terms and conditions of the
Partnership Agreement in any manner whatsoever they think fit by mutual
consent, which shall be reduced to writing to be signed by the partners and shall
be duly registered.

25.2 With respect to any matter connected with the affairs of the LLP, which is
not specifically provided for herein, the partners may make such agreements
therefore and may set in such manner with regard thereto as may be agreed upon
by and between themselves.

25.3 The partners shall be entitled to modify the above terms relating to
remuneration, interest, etc. payable to partners by executing a supplementary
Agreement and such deed when executed shall have effect unless otherwise
provided from the first day of accounting period in which such Agreement is
executed and the same shall form part of this LLP Agreement.

25.4 Where there is a change in constitution of Partnership (either due to change

in profit/loss sharing ratio between the partners or due to admission of a partner or
otherwise) a fresh Agreement shall be drawn up to give effect to the said
reconstitution.

25.5 No alteration to or amendment or change in this LLP Agreement including

any change of business of the LLP shall be valid or effective or binding upon the
Partners or the LLP unless reduced to writing as a Supplemental to this
Agreement and duly signed and accepted by the Partners of the LLP as on the
relevant date of alteration, amendment or change.
26. MISCELLANEOUS PROVISIONS

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.

27. BOOKS OF ACCOUNTS:

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

28. ACCOUNTING YEAR:

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.

29. DISPUTE RESOLUTION:

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).

30. JURISDICTION:

Subject to the provisions mentioned hereinbefore, competent courts in the state of

New Delhi city shall have exclusive jurisdiction to adjudicate over matter relating
to or arising out of the present agreement.

SCHEDULE 1
NAME OF DESIGNATED PARTNERS

SR. NO. NAME OF THE PARTNERS ADDRESS

1. Mr Deepak Gupta Y-17 , Green Park Main , South Delhi ,

New Delhi-110016
2. Mrs Shweta Gupta Y-17 , Green Park Main , South Delhi ,
New Delhi-110016
3. Mr Naresh Kumar Gupta Y-17 , Green Park Main , South Delhi ,
New Delhi-110016
4. Mrs Sushil Gupta Y-17 , Green Park Main , South Delhi ,
New Delhi-110016

SCHEDULE 2
PROFIT SHARING

Sr. No. PARTICULARS PROFIT/LOSS%

1 Sri, Deepak Gupta 14.17 %

2 Mrs Shweta Gupta 29.20 %

3 Sri Naresh Kumar Gupta 29.22 %

4 Mrs Sushil Gupta 27.41%

TOTAL 100%

SCHEDULE 3
DESIGNATED PARTNERS IDENTIFICATION NUMBERS
 Sr. NAME OF DESIGNATED PARTNERS DPIN
No.

1 Sri, Deepak Gupta 02876767

2 Mrs Shweta Gupta 07412136

3 Sri Naresh Kumar Gupta 03061554

4 Mrs Sushil Gupta 07412213

IN WITNESS WHEREOF the parties have put their respective hands the day and year
first hereinabove written.

Signed and delivered by in the presence of

Sri, Deepak Gupta

being the party of the First Part herein

Mrs Shweta Gupta

being the party of the Second Part herein

Sri Naresh Kumar Gupta

being the party of the third Part herein

Mrs Sushil Gupta

being the party of the fourth Part herein

Witness:

a) Name:______________________________________
 Address:_____________________________________

Signature:____________________________________

b) Name:_______________________________________

Address:_____________________________________

Signature:____________________________________