Limited Liability Partnership Agreement
Limited Liability Partnership Agreement
PARTNERSHIP
LIABILITY AGREEMENT
2. MR. GIRISH SURAJMAL GUPTA, 5/o Sh. Surajmal Gopichand Gupta, aged adult,
having Permanent Account Number AEDPG2Z494R, residing at
A/1, Chanakyapuri Society, Sussen Tarsali Ring Road, Vadodara-390010, 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.
3. MR. RAKESH JASHWANTLAL SHAIL 5/o Sh. Jashwantlal Ranchhoddas Shah, aged
adult, hawving Permanent Account Number AFEPS16750, reslding at
A-17, Akshat Magar Soc, Near Abhilasha Crossing New Sama Road, Yadodara-
390022, which cxpression 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.
5. MR VISHAL DIPAK [HAVERI , 5/o 5h. Dipak Krishnalal Jhaverd, aged adult, having
Permanent Account Number AFZP]3298R, residing at 7, Kamubala Behind Gautem
Mapar, Deside Yoplanpan Flats, Racecourse, Vadodara-390007, which expression
shall, unless it be repugnant to the subject or context thereof, include his legal heirs,
successors, nominees and permitted assignecs and herclnafter called the FIFTH
PARTY.
3. The sald company has an anthorized capital of Rs. 1,00,000/- and pald up capltal of
Rs. 100,000/-
4. The present sharcholding pattern of the Company ks as follows:
NO. OF EQULTY
SHARES
5. The Partners represent that there 1s no other sharcholder in the Company and each
of the Partics hold fully paid up equity shares of R 10/- cach In the manner as
described above, in the capltal of the Company and no other person possesses any
sharcholding in the Company.
6. The assets and labilities ownoed by the Company ace dotailed In Annexure-A to the
present Agrecment
7. The Partners represent that there 12 no secority intenest inits assets subsisting ot n
foree on the Effcetive Date.
AND WHEREAS:
A. The Particrs are desbrous of converting the Company with all iks assets and
liabilitics Into a Limited Liability Partnership in accordance with the provisions of
Lirited Liability Partnership
Act, 2008 on the following teris and conditions:
A. Definitlons
I this Agrectoent and the Annexure to it, the llowing terms shall have the following
meanings unless the context otherwise regulres:
1.1 “Act’f “LLP Act” shall mean the Limited Liability Partnership Act, 2008 and all its
statutery amendments and modifications.
12 “Anditors™ shal mean NIRAV SHAH & ASSOCIATES or such other auditors as the
Partriers may clect frorm Lime to toe.
1.3 "Additional Partners” shall mean those new Persons admitted to the LLP pursuant
and in accordance with this Agrecment
1.4 "Adjusted Capital Contribution” shall mean, for any fnancial year, a Partner's Capltal
Contribution, to the extent then made by such Partner, reduced by all distributions of
Distributable Sale Proceeds made to such Partner on or befare the end of such
financial ycar.
1.5 "Aflate" shall mean, when used with reference to a specified Person, (@] any Person
that directly or Indircctly through one or more intermediaces controls or s
controlled by or ls under comemon control with the specified Person or (b)) any
Person that s an officer of, partner bn, or trustee of, or serves in a similar caparity
with respect to, the specified Person or of which the specified Person is an officer,
partner, or trustee, or with respect to which the specified Person serves ina similar
capacity.
1.7 *Bankets” shall mean such Bank as the Partners may eled froto Hme to time.
1.8 "Capital Contributlon™ shall mean the total amount of money and the fair market
value of property contributed to the LLP by all the Partners or any class of Partners
or any one Partner, or the predecessor holder or holders of the Interest or Interests
of such Partner or Partners, as the case may be.
1.9 "Cash Proceeds™ shall mean, with respect to any financtal year, all cash revenues and
funds recelved by the LLP (other than funds recelved as Capital Contributions) i
such period, less the sum of the followlng [to the extent not made from funds
received as Capital Contributions):
fa) al sums paid to lesders in such petiod,
(b) all @msh expenditures {including capital expenditures) made by or onbehalf of
the LLP In such period incident to the normal operation of the LLE's business,
and
fc] cash reserves
1.10"Capital Account” shall mean the acoourt malntalned for cach Partner, which
account:
[a) is Increased by the amount of cash and the Blr market value of any propety
contrlbuted to the LLP as shown on the books of the LLP, and by such
Partner's share of LLP profits, and
(k] Is decreased by the amount of cash and the LLP's falr market value of
property distributed to such Partner as shown on the booles of the LLP and
such Partnet's shareof LLP losses.
{C) Capltal Account should be divided in to Fix Capital Account & Corrent Capltal
Account. Fix Capital consist of only Fix Capital Introduced by the parmers &
Current Capital should consist of all the transactions other than Fix Capital.
L11"Convert” in refation to the present Agrecetment shall mean conversion of the Previous
Company into the LLP by the transfer of its property, assets, interests, rights,
privileges, liabilities, obligations and the undertaking of the Previous Company Into
the LLP.
112"Designated Partners™ shall mean those Partners designated in aceordance with the
terms of this Agreement and listed in ANNEXURE- C of this Agrecment Such
Designated Partnets shall be so designated in accordance with Scetion 7 of the LLP
Act and shall have all such responsibllitics as defined for the Designated Partner
under Section 8 of the LLP Act.
1.13 Distributable Sale Procecds” shall mean the net proceeds [after payment of any
commissions and other expenses, repayment of any loans, and establishment of any
cash rescrves from any refinancing or sale, exchange, or other disposition of all or
substantially all of the LLP Property.
1.14"Financlal Year” shall mean in the case of the lrst inanclal year, this shall be from
the date of commencement of the LLP business till the subsequent 31 March. In
respect of subsequent financlal years, this shall be a period commencing on 1% of
April every year and endingon 31 of March the next year.
1.15°LLP"/ *"The LLP™ shall mean the Limited Liability Partnership incorporated or to be
incorporated in furtherance to the present Agreement
116"Losses” shall mean any deduction, expenditure, or charge actually incurred by the
LLP or which, because of accepted accounting principles, must be decmed to have
been incurred by the LLP.
117 "0utgolng Partner” shall mean a partmer who ceases to be a partner of the LLP as a
result of death, retiretnent, expulsion,
and insolvency In accordance with the termsof
this Agrectnent
L.18"Partners” shall mean the parties to this Agrectment and any othet persons adrmitted
to the LLP in accordance with the present Apreement from time to thne.
119 Premises” shmll mean the GF, Skylab Apartment, OPP. Deluxe Bus Stand,
Nizampura, Vadodara-390002 andfor such other property as the Partners shall
agree.
1.21"Profits” shall tnean the Ineome of galn of whatsoewver kind actually incurred by the
LLP or which, because of the aceepted accounting principles, must be decmed to have
bieen incurred by the LLP.
1.23"Partnership Property”™/"LLP Propetty” shall mean all the property, real and
petsanal, tangible and Intangible atany time owned directly or indirect]y by the LLP.
1.24"Petsan” shall mean any individual, partmership, corporation, trust, or other entlty
duly recopnized by Law.
1.25"Withdrawals® shall mean those sums drawn by a Partner either from the profits of
the LLP or from his own capital contributions.
It this Apreetment:
{a) The deseriptive headings of Articles and Artlcles ate Inserted solely for convenlence
of reference and are not intended as complete or accurate descriptions of content
thercof and shall pot be used to interpret the provisions of this Agrecment;
(b] The use of wonds in the singular or plural, or with a parcticular gender, shall not
it the scope or exclude the application of any provislon of thls Apreementto any
Person or Persons or clrcumstances as the context otherwlse permies;
(d) Unless otherwise specified, time periods within or following which any payment is
to be made or act 1 to be dotie shall be caleulated by excluding the day on which
the period commences and including the day on which the period cods and by
extending the period to the immediately following business day if the Jast day of
such period is not a business day; and whenever any pagment is to be made or
action to be taken under this Asrecment b regulred to be made or taken on a day
othet than a business day, such payment shall be made or action taken on the
immediately followlng business day.
2.1 It has been agrecd by the parties to the Agrecment that an LLP shall be incorporated
by the conviersion of the Previous Company into a Limited Liability Partnership.
2.2 In furtherance to clause 2.1, the parties to the Agrectnent shall complete and dellver
such application, petition and forms for conversion of the Previous Company and
registration of LLF as tmay be requiced to the Office of Repistrar, Limlted Liabilicy
Fartnerships ["Replstrar’) and pay all required fees to Inmorporate the LLP in
accardanee with the LLP Act
231 Al the azscts amd lobilides Ineluding the liabiitics of unknown nature,
contpgent or non conbopent ascertained or up-ascertained, whether
contractual or of tort, tax or revenue labiliies (including liabilities under
income tax, serylce tax, VAT, FEMA, exclze, custom duty, ESl, PF, registrar af
companics] ete, tangitle [movable or immovable] and intangible propecties
vested o the company, interests, tights, privileges and obligations relating to the
Previous Company andfor in any manner pertaining te the company of the
Previows Company shall be transferred to the LLP without further assurance, act
and deed.
2.22 The Previous Cornpany shall stand dissolved In acoordanee with the Act and
removed from the trecords of the Registrarof Companies.
233 All proeedings by or against the Provious Company which are pending before
any Court, Triburmal or other Authotity on the date of registration may be
continued, completed or enforced by or against the LLP.
234 Any conviclon, ruling order or judpement of any Court, Tribunal or other
Authorlty in favour of or against the Previous Compary may be enforced by or
agalnst the LLP.
235 Ewery agreement to which the Previous Company was a party Irrnoediately
before the date of reglatration whether or not of such a nature that the rights
atd liabilities there under could be assigned, shall have effect as from the date as
if-
2.4 It shall be the duty of the Desipnated Parinors to take all necessary steps as required
by the relevant authority to notfy the authority of the conversion and of the
particulars af the LLP in such form and manner as the authority may determine, as
soon asitis practicable, after the date of reglstration
25The said LLP shall have perpetual suecession; death, retieement or Insolvency of
any parmer, shall not disselve the said LLP subject to provision of Limited Liability
Partnership Acr, 2008 In this regard.
2.6 The said LLP shall have a common scal to be affixed ot documnents as defined by
partners under the signature of any of the Designated Partners.
3. Purpose and Duradon of the Business of LLP:
3.2The LLP shall continue until terminated, liquldated or stand dissolved under the
terms of this Agrectent and the Act. LLP shall have perpetual succession. 5o death,
retirementot insolvency of any partner shall not dissolve the LLP.
4. LLP name:
4.1 The LLP name shall be BARODA DIAGNOSTICS LLP and the LLP shall be known by
that tamme and cotduct its business and enter into contracts using only the LLP name.
The Partners acknowledge that all proprictacy and othet clghts tn the LLP name shall
vest exclusively in the LLP. For a perlod of one year from the convetsion, the LLP
shall bear the reference to the Previous Company in all its communications in the
tianner as follows:
4 2The Partners may change the name of the LLP at any tme Sud change must be
notificd to the Registrar of LLP by the Partners in accordance with the Act.
LA Reglstered Office:
5.1 The registered office address of the LLP shall be GF, Skylab Apartment, OFP.
Dreluxe Bus Stand, Nizampura, Vadedara-390002 or such other address as the
Designated Partner may decide from time to time.
5.2 It shall be the responsibility of the Designated Parttiers to notify the Registrar of any
change L the Registered Ofice of the LLP Lo accordance with the Act
[ LLF Property:
The LLP business shall be carrled out at the Premises referred to in this Aprecimoent,
which shall remali the praperty of the LLP at all tiimes. The costs of all rent, rates,
repales, insurance and other pulgoings and expenses relating to the Promlses and
aty othet premises acgulred for the purpose of the LLP busitess shall be boertie by
the LLE.
7.1 Al real property, including all lmprovoements placed or located thereon, and all
persotal property acqulred by the LLP shall be owned by the LLP, such ownershlp
belng subjectto the other terims and provisions of this Agrecment
72 Cach Partmer hereby cxpressly waives the ripht to reguire partition of any
Partnership Property or part thereof.
8.1 The ownershlp of all right, title and interest by the Intellectual Property 1s and shall
always remaln vested solely i the LLP, and the Partners disclaim any right or
Interest thereln or the goodwill derived there from otherwlse.
8.2 For the purposes of the aforesald, the term *lntellectoal Property™ includes without
limltation, all patents, whether granted, applied or ln the process of inventlon, Trade
MarksfScrvice Marks Trade Names Trade Dress Trade Secrets, Copyrights,
proprictary [nformatlon and kKnow-how, technology, computer prograts, databases,
Licenses, franchises, formulae, designs, manuals, meral rights, confidentiality rights
and slmilar rights under any applicable Laws, and domaln names and all or any
Information of a proprictary nature relating thereto.
9110t shall be the responsibility of the Designated Partners to ensure that propor
accolnts are kept or made. The accounting year of the LLP shall be from 15t Apell of
the FINANCIAL year to 31st March of subsequent FINANCIAL year and that the
accounts accurately reflect the financal state of the LLP. Notwithstanding the
penerality of the above, it shall be the duty of the Designated Partners to undertake
the dutics of Financial Disclosure as are prescribed vide Seetion 34 of the LLP Act
9.2The Partners shall decide method of acoountlng {whether cash or acaual and
according to double entry system of accounting] te be used in keeplng the
partnershiprecords.
93 The Accounts shall be keptat the registered office of LLP or at such other place as the
Partners may decide from tme to time.
9.4 The accounts shall be open to inspection by any of the Parmers wherever they are
kept during normal business hours.
9.5 The copylng by a Partner, ar hls authorlzed apent, of any part or all of such records,
at the personal expense of that Partner,1s specifically authorized.
9.6 At the end of cach Financlal Year, a Profit and loss Acoount and Balance Sheet shall be
prepared and audited in accordance with all relevant financial reporting standards,
and In accordance with the requirements of the LLP Act
9.7Within a period 6 months after the end of each Financial Year, the Deslmated
Partners shall furnish to all Partners a year-cnd balance sheet for the LLP and a full
and detafled financial report on the business operations of the LLP for and duriog the
cntire year. The Partners shall meet and approve the accounts, (where no error 1s
found) in accordance with the LLP Act After approval, the accounts shall become
binding upon all Partnets.
9.8 After approval, each Partner shall recelve a eopy of the accounts In accordance with
the LLP Act
99The Destmated Partiers shall furilsh to all partners their Incotme Tax forms,
including statements of the net distributable income or Iogs to each partner from the
operatlon of the LLP.
910The desiprated partner shall bhave the following addiflonal powers and
responsibilities with respect to finances and accounts:
9101 To retain any exlsting Auditors for the followlng Accounting Period;
9.10.3 The abillty to remove any existing Auditors from their office;
9.10.4 The power to agree the rate of remuncration for any Anditors.
10. Banking:
10.1 The LLP shall open a bank account In [Es own name for transacting the business of
the sald LLP. All monles (not reguined for current expenses) and seouritics
belonging solely to the LLP shall be pald Into or deposited at the LLP bank
account for safe custody.
102 The bank account of the LLF shall be operated Singhe [ Jointly by Designated
Partuers. All cheques drawn o the LLP accoutt shall be drawn in the nameof the
LLP and shall require the single signatuee f joiat siznature 5 of the Designated
Partiers. All instroctions for the clectronie transfer of funds from any LLP
account shall be o writing and with the single slpnature [/ joint slgnatures of the
Designated Fartners.
183 The weiting and signing of cheques or instructions for clectronle transfers will
only be done for the business purposes of the LLP, any personal use 1s strictly
prohibited and would breach any Partner's duties and responsibilities to the LLE.
104 Where In the nonnal course of LLP business, clictt or third party monies are
roceived: all such money shall be immediately deposited In a separate client
account oraccounts.
105 Any securities received by the LLP from either clients or thicd partics shall be
promptly deposited with the Bank In the name of the clients or third partics.
106 Al clicat mwonies, securities and accounts shall be managed strictly in accordance
with any relevant professional or regulatory guldance.
11. DuHescfParmers:
111 Each Partner shall be just and Eithful to the other partmers in all tramsadtions
rctating to the LLE.
112 Each partner shall render troe accounts and full Information of all things affecting
the LLP to any partner or his legal representatives.
113 Ewery partoer shall aceount to the LLF for any beoaofit dedved by him without the
consentof the LLP of any transaction conceraing the LLP.
114 Every partner stall indemnify the LLP amd the otber existing paner for any loss
caused o It by his feaod in the conduct of the business of the LLE.
115 Sabject to the imitation preseribed io the present Agreement, in case any of the
Partners of the LLP deslees to transfer or asslen hisfber interest or shares in the
LLP, he can transfer the same o the manner as preseribed in the present
Agrecment
11.61 Enpgage or except for gross misconduct, dismlss any employee of the LLP
1164 Engage divectly or lndlrectly In any business competing with that of the LLP.
11611 Give any wnauthorized security or promise for the payment of moncy on
account on behalfof the LLP except in the ordinary course of business.
11.6.13 Lease, scll, pledge or do other disposition of any of the LLPs property otherwise
than in the ardinary course of business.
11614 Do any art or omission renderdng the LLP liable o be wound up by any
compeient Court
11.6.15 Derive any profits from any transactions of the LLP or from the use of (ks name,
resolrers or assets or business connectlon by carrylng on a business of the
hature as competes with that of the LLP.
1k DuodesofDesipnated Parmer:
The Desimated Pariners of the LLP shall have the follewing dotes:
121 Devote thelr whoele time and attention to the sald LLP business diigently and
faithfully and carry on the buslness for the greatest advantage of the LLP.
122 The Designated Partners shall be responsible for the doling of all acts, matters
and things asare required to be done by the LLP In respect of compliatice of the
provislons of this Act including fling of any decument, return, statement and
the lile report pursuant to the provisions of LLP Act
123 Protect the property
and assets of the LLP.
124 Uponevery reasorable request, inform the other parmers of all ketters, weltings
and other things which shall come to thelr hands or knowledpe concerning the
business of the LLP,
125 The Designated Partmers shall be responsible for the dolng of all such other ads
arlsing out of this agreement.
126 The Deslprated Parmers shall excerclse all ordlvary business judgment in
managing the affales of the LLP. Unless fraud, deceit or a wrongful taking is
lnvolved, the Designated Partner shall not be llable or obllgated to the Partoners
for any mistale of fact or judgrment made by the Desipnated Partoer in
cperating the business of the LLP resulting in any loss to the LLP or its partners.
131 Each Fartner shall acquire a share in the LLP in accordancee with their Capital
Contributions on the date of the Incorporation of the LLP and as set out in
Annexure-B o the present Agrecment
a The LLP shall Issue a certificate o the Partoers specifying their share in the
LLP ("Partnership Certlficates™) In the format as deserlbed In Anmexure Do
b. Upon issuance ofsuch eerdficates, the LLP shall record the detalls of the sald
share In the Partnership in a reglster duly prepared and maintained for thls
purpose only [*Partnership Register”). Upon spectiic request by a Partner, the
LLP shall issue multiple Partmership Cortificates agamst different amounts of
shares In interest held by the Partners. Nothing in this clause shall construe
any requlrement to ssue multiple certificates against same lnterests.
133 In case of any change in Partnership by way aof addiional interest or transicer
of interest, such change [n Interest shall be duly recorded in the Partnership
Replster.
13.4 The Partmers may request additlonal capital contributlons from all the
Parmmers whete required for the financing of the LLP. Any such request will
specify the date by which any such capital contributlons should be made.
135 No Partier shall be entitled to Interest on the capital contribulions that form
thelr Partner’s Share.
141 Unless atherwise agreed by all the Partners, the Partners shall share atl
profits of an income nature for cach financlal year according to their capital
contributions.
142 Al losses and liabllities of an income wature of the LLP shall, unless
otherwise agreed by all Partners, be borne by the Partiers in the same
proportlons as those in which they would be entifled to share in the profits
for the financlal year during which such losses or Habilities are Incurped.
143 Prior to distribution the Partners shall decide the ameunt of Profits to be
retained (if any) for wse as working capltal In the LLP.
144 All payments made to the Partners shall be made to their respective curront
accounts likewise all deblts shall be talien from the same current accounts.
145 In the event that a Partner has fneufficlent funds in thelr corment account on
which to draw the cutstanding amount, the same shall be taken feom thelr
Partner’s share so reducing their capital contribution accordingly.
146 In the event that a Partoor bas insuffickent funds in elther thelr curnent
account or parmer's share any outstanding amount shall be set-off against
any other monies owing to the Partner frorn the LLP, or monics which will be
owed to the Partner by the LLP in fotare.
147 Mo Interest shall e paid o any parter on the nitial contributions o the
capital of the LLP or on any subsequent contributions of capital
148 Cash, when avallable, may be distributed to all partners In the same rato as
profits and Iosses are shared. The declsion as regards the distribution of cash
shall be taken by the Partners pursuant to the provisions and the tenor of
thiz Agreement and with regard to the foll owing:
1482 Mo cash distributions shall be made that will impalr the ab@ity of the LLP to
pay 1ts just debls as they mature.
149 There shall be no obligation to return to any of the Parthers any part of their
capital contributed to the LLP, for so long as the LLP continues in exlstence.
14.10 Mo Parmer shall be entitled to any priorty or preference over any other
Partner a3 to cash contributions.
151 The Partners together shall have the control over the LLP based on thelr
wolting power.
152 Subject to any Umitaton set forth in this Agrecent, the Parmers shall have
the power and authority to take such action from tme to time as they deer to
be neccsgary, appropriate, or convenient in connection with the management
and rondudt of the business and affalrs of the LLP, including without
limitation the power to:
1521 Acquire or dispose of real property [incloding amy Interest bn the real
property] for cash, sccurities, other property, or any combination of them, on
such terms and coruditions as the Partmers may, from time to tioe, determine
(tncloding, in instances wheee the property s encumbered, on cither an
assumption ora "subjeet to” basis)
1522 Firanoe the LLPs actlvities either with the seller of the property or by
borrowing money from thicd parties, all on such terms and conditions as the
partmers decm appropriate. [n instances, where money 15 borrowed for LLP
purposes, the Partners shall beoand heechy is authorized to pledge,
morteapge, encumber, and grant security interest in Partnership propertles
for the repayment of such loars.
15.2.3 Acquire, own, hold, limprove, manage, and lease the property, cither alone or
in conjunction with others throush partnerships, limited partoeeships, joint
vertures, or other business assectations or cnbities.
1524 Employ. retain, or otherwise scoure or eoter into other contracts with
personne] or firms to asgist in the acquisition, development, improvement,
management and general operation of the LLP properties, including, but not
limited to, real cstate brokers or agents, supervisory, development and for
building management agents, attorpeys, accountants, and cogincers, all on
such terms and for such consideration as the Partners decm advisable.
1525 Take any and all other action which is pecmitted under the LLP Act and
which is customary or reascnably related to the acquisition, owncrship,
development, improvement, management, leasing, and disposition of real,
personal, tangible or Intangible properey.
1526 to borrow money from any Partoce, lending Ingtition or other Porson
(ineluding any Affiliate of any of the Partners) and, Lo connection therewith,
to lssue notes, or any other evidence of indebtedness and as seourity
thercfore to mortgage or otherwlse cncumber any or all of the Partnership
Praperty.
15.2.7 :
1528 to commence or defeod litdgation with respect to the LLP or any Partnership
Praperty; to corpromlse, settle, arbitrate, or otherwise adjust claims in Ravor
of or against the LLP; and to insure Partnership Property and actions and
undertakingsof the LLP
15.2.10to da all such other acts and things and enpage tn all such proceedlings, and to
execute, acknowledse, scal and deliver all documents or Instruments, as the
Partners may dectn nocessary or desirable to carry out the business of the
LLP and to carry out the purposes of the LLP, all at such price and other
terms as they deem proper.
153 The LLP shall cnsure that decisions taken by It ace reconded in the milnotes and
are kept and raintained at the repistered office of the LLP or such other place as
mukually agreed upon by all the partners.
16.1 Al the partners heveto shall have the rights, ttle and Interest o all the assets and
properties in the said LLP i the proportion of thelr Contriliution.
162 Every partioer has a right to have acoess to and to Inspect and copy any books of
the LLP.
163 Each of the partics berete shall be entitled to carey on their own, separate and
independent business as hitherto they might be doing or they may hercafter do as
they deern [it and propet and other partners and the LLP shall bave no objection
thereto provided that the said partoer bas intimated the sald fact to the LLP
before the start of the independent business and moreover hefshe shall ot use
the mame of the LLP to carey on the said bosiness.
17.2 The Deslmated Partner shall alse be Hable for all pemaltics on the LLP for any
corntravention of the provislons of the LLP Act
173 The lability of all other Partners with regard to LLP In all respects B restricted
atd limited to the amount of thele actual capital contributions.
17.4 Ewvery partner shall be liable for his own wrongfil acts. However, the partner
shall not be Hable for the wrongful act or otnlssion of any other partier of the
sald LLP
175 HNothing in thls Agreement shall prevent or act against a loan of fumds from the
Partner to the LLP on a promissory note or similar evidence of indebtedness, for
a reasonable rate of Interest
17.6 Any partmer lending money to the LLP shall hawve the same rights regarding the
loan, as would any persen or entity making the loan that was nota partner of the
LLP.
18 Prohibiced Transactions:
181 Subject to the terms of the present Agrectnent, any of the Partners shall not do
any one of the following transactionsfacts during the time of organizatlon or
exlstence of this LLP:
18.1.1 Usec the name of the LLP, or any substantially simllar name, or any trademarck or
trade name adopted by the LLP, except in the ordinary course of the LLP's
bustness.
18.12 Disdose to any non-partncer any of the LLP's business pradices, trade secrets,
cotifidential information or any other information not generally known to the
business cotmmun ity;
18.1.3 Do any othet act or deed with the intention of harming the business operations
of the LLP;
18.1.4 Abandon or wrongfully transfer or dispose of Property of the LLP whether, real
or persoual, anglble or Intangible;
18.1.9 Draw or aceept or cndorse unauthorized any bill of exchange or promissory note
on LLF*s account;
18110 Deaw and slgn any Cheque on behall of the LLP unauthorized;
18112 Leage, sell, pledpe or do other disposition of amy of the LLPs property
otherwise than in the ordinary course of business;
18113 Doany act or omission rendering the LLP Hable to be wound up by any
Competent court;
18.1.14 Commit to compromise or relinguish any caim in whole or in part of the LLP
except in accordanes with the Agrecment;
19. Transfers:
Except It the manner as sct forth in this Clause, no Partiner shall sell, assign,
transfer or otherwise dispose of any interest in the LLP.
191 Toefect the sale of his interests In the LLP, the Parmer shall excoute such
cotveyance deed as {3 reqguired by law. Nothing in this agrecment shall be
deemed to walve the requirement of a valid conveyance deed to effect such
tranzfer.
192 Within a perlod of 15 days upon executlon of such comweyancer, the transferor
and the transferee shall cause to Intimate the same to the LLP for rocord of the
sald transaction in the Partnership Reglster along with a copy of the conveyance
derdd and the Parmership Certificate (in original).
123 Within another 15 days of recelving such intination, the LLP shall cause to
recotd such transferof interests in the Partnership Register.
The LLP shall notify
the tramsferor and the transferee of thelr current interest in the LLP by
recording the same on the Partnership Certificate and duly returning the same to
the transferee.
202 The deathor incapacity of a Pactoer shall bave no effect on the life of the LLP,
which shall continue.
204 If for any teagon the Designated Partier is Incapable of seeving, a majorlty in
interest, not in number, of the Partners may appoint or designate a Liguldator
who shall serve to wind up the affairs of the LLP.
2051 On terminaton, the asscts of the LLP shall be applied to payment of the
outstanding LLP llabilities, althowsh an appropriate reserve may be maintained
and the amount determined by the Designated Partner o Trustee in liquidation
for any contingent lability, until that contingent lability 1s satisfied.
20.5.2 The balance of the reserve, if any, shall be distributed together with any other
surm remaining after paymaent of the outstanding LLP labilities to thelr partmers
as their interest appears in Annexure-B, unless otherwlse provided for in this
Agrecrent
20.5.3 At the thine of termination of the LLP, no Partner shall be lalile to the LLP for the
repavient of any deficit in his or her capital account resulting from the
allocation of non-cash ltems such as deprecition to that Partners capital
account, provided, bowever, that any deficit resultlng from cash withdrawals by
the Partmer shall be repaid to the LLP amd be available for distribution
hercunder.
206 Nothing eontained in this Agreement slall defeat the right of any of the Pattners
to requireand obtaln a court-supervised winding up, lHguidation, and dissolution
of the Partnership.
21. Remuneration:
21.1 Each Partner may be remunerated by the LLP in the manner as decided by the
Partners and as gquantified as per Section 40{D) of Income Tax Act, 1961,
212 Swch remuonetations by the LLP shall be treated as drawings from the coedit
balance of his current account any sum of money not excecding for his own bse,
subject to such drawls to be duly accounted for and the same shall be duly
adjusted to the actual due to or from the LLP by refunds or forther drawls, as the
case may be or as required.
221 Wawpy Partner shall die or have voluntarily cetired, a stateoment of aceount shall
be taken and made out of his share of the capital and effects of the LLP and of all
unpaid interest and profits due to bhimup to the time of bis demise or retircment
and be paid at the carliest as may be decided by the Partners of the LLP, subject
to required adjustments betwoeen his capital account and curcent acoount
transactions and transfers made till the date of death or retirement, as the case
may be, and balances struck as cectified by the Auditor for the thine being of the
LLP.
222 The said statement of account shall include the Partner’s share of profit and less
for the period from the beginning of the financlal vear in which bls death ar
retivenent accurs until the end of the calendar month in which the event takes
place.
223 Partner may coase to be partner of the LLP by piving a notice in writing of not
less than days to the other partners of hisfher lntention
toresignas partner.
23. ExpulsionofPariner:
231 A Partner tay be expelled by a unanimous decision of the partners in good faith
and L the Interest of the business of the LLP only after a show-cause notice in
writing Is served on that Partner giving 7 days tire for his response;
232 [nthe event of expulsion, the Partner expelled shall be entitled to the benefits of
a roticing Partner in accordance with the provisions of this Agroement in that
bLehalf
233 Mo majority of Partners can cxpel any partner cxcept in the sibaetion whene any
partnct bhas beet found guoilty of carving of actvty /business of LLP with
fraudulent purpose.
212 Swch remuonetations by the LLP shall be treated as drawings from the coedit
balance of his current account any sum of money not excecding for his own bse,
subject to such drawls to be duly accounted for and the same shall be duly
adjusted to the actual due to or from the LLP by refunds or forther drawls, as the
case may be or as required.
221 Wawpy Partner shall die or have voluntarily cetired, a stateoment of aceount shall
be taken and made out of his share of the capital and effects of the LLP and of all
unpaid interest and profits due to bhimup to the time of bis demise or retircment
and be paid at the carliest as may be decided by the Partners of the LLP, subject
to required adjustments betwoeen his capital account and curcent acoount
transactions and transfers made till the date of death or retirement, as the case
may be, and balances struck as cectified by the Auditor for the thine being of the
LLP.
222 The said statement of account shall include the Partner’s share of profit and less
for the period from the beginning of the financlal vear in which bls death ar
retivenent accurs until the end of the calendar month in which the event takes
place.
223 Partner may coase to be partner of the LLP by piving a notice in writing of not
less than days to the other partners of hisfher lntention
toresignas partner.
23. ExpulsionofPariner:
231 A Partner tay be expelled by a unanimous decision of the partners in good faith
and L the Interest of the business of the LLP only after a show-cause notice in
writing Is served on that Partner giving 7 days tire for his response;
232 [nthe event of expulsion, the Partner expelled shall be entitled to the benefits of
a roticing Partner in accordance with the provisions of this Agroement in that
bLehalf
233 Mo majority of Partners can cxpel any partner cxcept in the sibaetion whene any
partnct bhas beet found guoilty of carving of actvty /business of LLP with
fraudulent purpose.
25. Indemnity:
251 The LLP shall indemnify each Parmer In respeet of the payments made and
personal liabilitles incurred by them:
a] Inthe ordinary and proper conduct of the business of the LLF;
b} In or about anything necessarily done for the preservation of the business or
property of the LLP.
252 Every Partner shall indemnify the LLP for any loss caused to it by his fraud in the
conduct of the business of the LLP.
26. Arhimration:
26.1 Al the matters not expressly provided In this agreement shall be decided by the
cansent of all the Partners in wrlting. Failing that all disputes and questions
aboutand In connection with the LLP under this Agreement arising between the
Partners or between any one of them and the legal representative of the
Partners or with the LLP at any time and from time Lo time, shall be settled by
conciliation or by arbitration as provided under the Arbitration and Coneillation
Act, 1996,
26.2 Ifany question arlses whether the dispute refates to formation, management or
business of the LLP, the guestion shall be referred to the arbitrator, whose
decision thereon shall be final.
271 No Person may be introduced as a new partner without the consent of all the
Pariners.
272 Such incoming partner shall glve his prior consent to act as Partner of the said
LLP.
281 Subject to Clavse 27 2 any matter or ssue relating to the LLP shall be decided by
a resolution passed by a minimum of three fourth of the Partners and for this
purpase, cach partner shall vote corresponding to thelr share provided for in
Annexure-B to the prosent Agrecment. A matter may be deeided by the Partners
elther at a meeting or in the mantetr detailed in Clavse 284
282 The guorum for a meeting shall be three fourths of the pattoers of the LLE.
283 The Parties shall ensure that the language for all meectings of the Parters shall
be English and all notices, minutes or correspondence arising out of or in
coniection with soch general mectings shall be in English.
284 In case of difference of opinlon adsing among the partners, the votes of the three
fourth of the partners shall prevail and be binding on the minority.
28A.1 Authority
a2 Where required by any Partner, the Designated Partner shall requice the approval of
the Board by means of a resolution under this Clause.
b. The Designated Partners shall ensuee that the dreaft resolution is circulated to all the
Partners
by way.
Z3A.2 Procedure
b. Where the draft of the resolution and necessary papers are sent by emall or any
other electronie mode, a receipt sball be obtained from the said addeessec.
c. The resolution topether with all papers should be seot to all partners including
interested pactners and partners who are uswally residing abroad.
d. Each business proposod to be passed by way of resolution by clrculation shall be
explained by a note setting out the details of the proposal and the draft of the
resolution proposed.
e The note shall indicate how to signify assent or dissent to the resolution proposed
and the date by which partner should slgnify his assent or dissent to the resolution.
. The resolution is passed, when itis approved by a threc fourth majority of Partners.
g The Partners shall signify their assent or dissent by signing the resolution to be
passed by circulation.
h. The Partners should append the date on which they have signed the resolution. In
case a Partner does not append a date, the date of recetpt by the LLP of the signed
resolution should be talien as the date of stgning.
i. Ifthe approval of the three fourth majority of Partners is not roceived by the last
date specified for recelpt of such approval, the resolution shall be considered not
passed.
j. Resolutions passed by circulation should be noted at the next moeting of the LLP, as
the case may be, and the declston recorded in the minutes of such mectng.
. The resolution is deemed to have been passed on the date onwhich it is approved
by the specifled majority of the Partners.
29. Meeting:
291 The mecting of destemated partners may be called by glving 30 days notice. In
case If any urgent meeting 1S called the notice requiretnett is to be rectified by
all the Partiers.
232 Thematter discussed i the LLP meeting shall be decided by a Resolution passed
by a majorlty in number of the Partners, and for this purpose, cach Partner shall
have one vobe.
293 The mecting of the Partners may be called by sending 15 days pdor notice to all
the partners at their residential address or In case of urgent mecting the same
can be called by telephonie conversation bot the notice requitement 15 to be
rectified by all the Partners.
294 The mecting of Partners shall ordinartly be held at the registered office of the
LLF or at any other place as per the convenlence of partiners.
295 Every limited lability parmceeship shall ensure that decislons taken by it are
recotded In the minotes within 7 days of taking such declsions and are kept and
maintained at the reglstered office of the LLP
30.1 This Agrecrment may be amended or modified by the Partners from time to tme
only by a wrltten lostrument exceuted by the Partnets ownlng collectively at
least 51 pereent in interest, not in number, in the LLP.
302 The Parties covenant and agree that they will execute such other and further
instrurments and decuments as are of tay become necessary or convenlent to
cffect and earry out the objectives of LLP created by this Agrecment
304 If any provision of this Agreement ot the application of such provision to any
Person o clrcums tance shall be held lovalid, the remainder of this Agreement,
or the application of sach provision to Persons or circumstances other than
thase to which it ts held lnvalid, shall pot be affected thereby and shall contlnue
to be binding and in foree.
306 This Agreement may be exccited in scveral counterparts, cach of which shall be
deemed an odgnal but all of which shall constitute one amd the same
instrurnent. This Agrecioent may contain more than one counterpart of the
slpnature page, and this Ageecment may be executed by the affixing of the
signature of each of the Partners to one of such counterpart signature pages. All
of such counterpart sipnature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had slgned a single
sighature page
307 This Agreemoent shall be construed as per Indian law and is subjedto cxdusive
jurlsdiction of courts In Vadodara only.
[ WITNESS WHEREQF the partics have put their respective hands the day and year first
Iierelpnabovie written
itness:
e ey N o
Unipath Speclalty Laboratory (Baroda) LLP
[Designated Partner)
(Represented by Jawalant Sureshbhal Shah) [Signature:
(Dvn: 02644030}
Address:
lgnature:
Annexure- A
Statement of accounts
Annexure-B
Fixed Capital Contribution and thelr percentages:-
Desigpnated Parimers:
EARTNEBSHIPCERETIFICATEFOR RARDDANIAGNOSTICSTIE
2. The provisions of this certificate are subjed to the terms and provisions of the LLP
Agrecment and its amendments.
3. The holder owns Interest amounting to 100 9 in the LLP calculated in accordatice
with the provisions of the said LLP Agreement
UNIPATHSPECIALITY 0.1014%
LABORATORY LIMITED
[represented by MS, EVA AMIT
VYA
TOTAL 100%
For and ot behall of BARODA DIAGNOSTICSLLE