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LLP Agreement for Fablefolks Research

The Limited Liability Partnership Agreement establishes FABLEFOLKS RESEARCH LLP, formed by partners Babu Ramachandran and Jithin S R to engage in video production, web hosting, and business support services. The initial capital contribution is Rs. 1,00,000, with profit sharing based on the partners' contributions. The agreement outlines the roles, responsibilities, and powers of designated partners, as well as the operational procedures for the LLP.
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0% found this document useful (0 votes)
15 views19 pages

LLP Agreement for Fablefolks Research

The Limited Liability Partnership Agreement establishes FABLEFOLKS RESEARCH LLP, formed by partners Babu Ramachandran and Jithin S R to engage in video production, web hosting, and business support services. The initial capital contribution is Rs. 1,00,000, with profit sharing based on the partners' contributions. The agreement outlines the roles, responsibilities, and powers of designated partners, as well as the operational procedures for the LLP.
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

LIMITED LIABILITY PARTNERSHIP AGREEMENT

OF

FABLEFOLKS RESEARCH LLP

THIS Limited Liability Partnership Agreement (the “LLP Agreement or “the Agreement”) made and
entered into on this 20th day of January, 2025, at Valanchery.

BETWEEN

1. MR. BABU RAMACHANDRAN, S/O RAMACHANDRAN, AISHWARYA,


KULAMANGALAM, VALANCHERY (PO), MALAPPURAM, KERALA- 676552
(which expression shall, unless it be repugnant to the subject or context thereof, include
his legal heirs, successors, nominees and permitted assignees), hereinafter called the
FIRST PARTY; AND
2. MR. JITHIN S R, S/O C RAJENDRAN NAIR, Residing at SREE AVITTAM,
CHANGAYILKONAM, PULIYOORKONAM P O, MADAVOOR,
THIRUVANANTHAPURAM, KERALA-695604(which expression shall, unless it be
repugnant to the subject or context thereof, include his legal heirs, successors, nominees
and permitted assignees), hereinafter called the SECOND PARTY.

(THE ABOVE MENTIONED TWO PARTIES SHALL BE INDIVIDUALLY REFERRED TO


AS DESIGNATED PARTNER AND COLLECTIVELY AS DESIGNATED PARTNERS)

WHEREAS the above-mentioned partners have mutually agreed to carry on the business Video
production, web hosting services, and other business support service activities in India or elsewhere
in any manner as may be decided by the majority of Partners in the name and style of FABLEFOLKS
RESEARCH LLP.

WHEREAS the partners are interested in forming a Limited Liability Partnership under the Limited
Liability Partnership Act, 2008 and that they intend to record the terms and conditions of the said
formation.

Definition

(i) The Act and the said Act shall mean the Limited Liability Partnership Act, 2008 as amended from
time to time.

(ii) The Rules and the said Rules shall mean the Limited Liability Partnership Rules, 2009 as amended
from time to time.

(iii) Designated Partners - Designated Partner is Partner as mentioned under

(iv) Clause VI of this agreement and includes any partner designated as such pursuant to the provisions
of this LLP agreement.

(v) First Designated Partner- First designated partner is the designated partner and those who are
partners to the deed.

(vi) Board – shall mean the collective body of the Designated Partner of the LLP.
(vii) Partners - Partners are those who are admitted to the LLP pursuant to the provisions of this LLP
agreement and include the Designated Partner.

(viii)Contribution – Contribution means the amount brought in by the partners of the LLP.

(ix) Profit Sharing Ratio – Profit Sharing Ratio means the ratio in which the profits of the LLP
distributed among the partners including Designated Partners of the LLP, and is more specifically
described in Clause VII of this Agreement.

Reference to any statute or statutory provision includes a reference to that statute or provision as
from time to time amended extended re-enacted or consolidated and to all statutory instruments or
orders made under it.

Words denoting the singular number include the plural and vice versa.

Words denoting any gender include all genders and words denoting persons include firms and
corporations and vice versa.

The provisions of the first schedule of the Act will not be applicable to the LLP so far as they are
not inconsistent with any of the clauses of the agreement.

IT I S HEREBY AGREED BY AND BETWEEN THE PARTIES HERE


TO AS FOLLOWS:

NAME OF THE LLP: FABLEFOLKS RESEARCH LLP

A Limited Liability Partnership shall be carried on in the name and style of “FABLEFOLKS
RESEARCH LLP” (LLP Identification Number: (ACL-3897) (hereinafter referred to as “the
LLP”].

II. REGISTERED OFFICE:

The LLP shall have its Registered OFFICE AT 12/259, AISWARYA, KULAMANGALAM,
VALANCHERY, SY NO 165/1-3, VALANCHERI, VALANCHERY, TIRUR, MALAPPURAM-
676552, KERALA, INDIA and/or at such other place or places, as maybe agreed to by majority of
the designated partners from time to time.

III. COMMENCEMENT, BUSINESS ANDDURATION


1) The provisions of this agreement are deemed to have taken effect on incorporation of the LLP
and shall continue until dissolved and liquidated in accordance with the provisions of the LLP
Act and rules made there under.

IV. CAPITAL CONTRIBUTION:

2) The initial contribution of the LLP shall be Rs. 1,00,000 /- (One Lakh Only) ) which shall be
contributed by the existing partners in the Following Proportions-
Capital
SL No Name of the Partner Contribution Amount of Capital
Ratio Contribution

1 MR. BABU 90% Rs 90,000/-


RAMACHANDRAN

2 MR. JITHIN S R 10% Rs 10,000/-

100% Rs. 1,00,000/-

3) The Contribution of a Partner shall be in bank account or in the form of tangible,


intangible, moveable or immoveable property.

4) Any further contributions, if required by the LLP shall be brought by the Partners in such
ratio as may be decided by the Board.

5) The contribution brought in by each of the Partners may be withdrawn, partly or fully, with
the approval of the Board.

V. BUSINESS AND OBJECTS OF THE LLP:

6) The business of the LLP shall be to carry on the business of Video production, web hosting
services, and other business support service activities in India or elsewhere in any manner as
may be decided by the majority of Designated Partners.
VI. DESIGNATED PARTNERS

7) The Board of the LLP shall consist of individuals as Designated Partner and shall have
minimum of two Designated Partners.

8) The both first and second part to the agreement shall act as the Designated Partners of the
LLP in terms of the requirement of the Limited Liability Partnership Act, 2008 and the
Limited Liability Partnership Rules, 2009.

9) The Designated partners of the LLP may appoint, from time to time, any one or more
members to be the Designated Partners of the LLP with the consent of all the Designated
Partners subject to the threshold limit stipulated under the clause 9 of this LLP Agreement.

VII. PROFIT SHARING RATIO

10). Profit after all expenses (including remuneration (as mentioned under Clause X of this LLP
agreement) to the designated partners and interest to partners on the loan given by them
and taxes shall be distributed among the Partners including Designated Partners in the
proportion to their Contribution or in such other manner as may be determined by all the
Designated Partners.
11). The losses of the LLP including loss on capital contributions, if any, shall be borne and paid
by the partners in proportion to their Contribution or in such other manner as may be
determined by all the Designated Partners.

VIII. MEETING OF THE BOARD AND ITS POWERS

12) The powers conferred to the Designated Partner under this LLP Agreement shall be collectively
exercised through the Board at its meeting convened in such manner as may be decided by the
majority of the Designated Partners.

13) A matter shall be construed as approved/decided by the Board only if it is consented by the
majority of the Designated Partners of the LLP at their duly convened meeting.

14) A meeting of the Board shall be called by giving not less than seven days‟ notice in writing to
every Designated Partner and such notice shall be sent by hand delivery or by post or by
electronic means:
Provided that a meeting of the Board may be called at shorter notice to transact urgent business
subject to the approval of the majority of the Designated Partners.

15) The quorum for a meeting of the Board shall be one third of its total strength or two Designated
Partners, whichever is higher.

16) The business of the LLP shall be managed by the Board, who may exercise all such powers of
the LLP and do all such acts and things as are not, by the Act, or this Agreement, required to be
exercised only by the Partners of the LLP.

17) Provided that no contracts and arrangements (excluding the contracts and arrangements that are
required to be executed in the ordinary course of business of the LLP) shall be entered except
with the consent of the Partners holding Fifty One (51) percent of the total contribution of the
LLP.

18) The Board shall be entitled to exercise the following powers:

i. To pay the costs, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the LLP.

ii. To purchase or otherwise acquire for the LLP any property, rights, privileges which the LLP
is authorized to acquire, at or for such price or consideration and generally on such terms and
conditions as they think fit, and in any such purchases or other acquisition to accept such title
as the Designated Partners may believe or may be advised to be reasonably satisfactory.

iii. To pay for any property, rights, or privileges acquired or services rendered in the LLP either
wholly or partially, in cash or bonds, mortgages, or other securities.

iv. To secure the fulfillment of any contracts or engagements entered into by the LLP by
mortgage of all or any of the property of the Company and its unpaid contribution for the time
being or in such manner as they may think fit.
v. To appoint any person to accept and to hold in trust for the LLP any property belonging to
the LLP, or in which it is interested, or for any other purposes;

vi. To execute and do all such deeds and things as maybe required in relation to any such trust,
and to provide for the remuneration of such trustee or trustees.

vii. To institute, conduct, defend, compound, or abandon any legal proceedings by or against the
LLP or its officers or otherwise payment or satisfaction of any debts due, and of any claims
or demands by or against the LLP, and to refer any differences to arbitration, and observe and
perform any awards made thereon.

viii. To act on behalf of the LLP in all matters relating to bankruptcy and insolvency.

ix. To make and give receipts, releases and other discharges for money payable to the LLP, and
for the claims and demands of the LLP.

x. To invest, deposit and deal with any monies of the LLP not immediately required for the
purpose thereof, upon such security, or without security and in such manner as they may think
fit, and from time to time to vary or realize such investments.

xi. To execute in the name and on behalf of the LLP in favor of any Designated Partner or other
person who may incur or about to incur any personal liability whether as principal or surety:
for the benefit of the LLP such mortgages of the LLP‟s property (present and future) as they
think fit; and any such mortgage may contain a power of sale, and such other powers,
provisions, covenants and agreements as shall be agreed upon.

xii. To determine from time to time, who shall be entitled to sign, on the LLP‟s behalf, bills,
notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts
and documents and to give necessary authority for such purpose.

xiii. To distribute by way of bonus amongst the staff of the LLP a share in the profits of the LLP,
and to give to any officer or other person employed by the LLP a commission on the profits
of any particular business or transaction and to charge such bonus or commission as part of
the working expenses of the LLP.

xiv. To provide for the welfare of the Designated Partners or Ex- Designated Partners or
employees or ex-employees of the LLP and their wives, widows and families or the
dependents or connections of such persons by building or contributing to the building of
houses, dwellings or chaw or by grants of moneys, pensions, gratuities, allowances, bonus or
other payments; or by creating and from time to time subscribing or contributing to provident
and other associations, institutions or funds or trusts and by providing or subscribing or
contributing towards places of instruction and recreation, hospitals and dispensaries, medical
and other attendance and other assistance as the majority of Designated Partners shall think
fit.

xv. To subscribe or contribute or assist or to guarantee money to any charitable, benevolent


religious, scientific, national or other institutions or objects which shall have any moral or
other claim to support or aid by the LLP either by reason of locality of operation, or of public
and general utility or otherwise

xvi. To appoint, and at their discretion remove or suspend such general managers, managers,
secretaries, as assistants, supervisors, clerks, agents and servants for permanent, temporary or
special services as they may from time to time think fit, and to determine their powers and
duties and fix their salaries, or emoluments or remuneration, and to require security in such
instances and to such amount as they may think fit. And furthermore from time to time provide
for the management and transaction of the affairs of the LLP in any specified locality in India
or elsewhere in such manner as they think fit.

xvii. To comply with requirements of any local law which in their opinion it shall in the interest of
the LLP is necessary or expedient to comply with.

xviii. Establish any Local Board for managing any of the affairs of the LLP in any specified locality
in India or elsewhere and to appoint any persons to be Members of such Local Boards and to
fix their remuneration.

xix. Delegate any persons so appointed any of the powers, authorities and discretions for the time
being vested in the Designated Partners, other than the power to make loans or borrow moneys
and to authorize the Members for the time being of any such Local Board, or any of them, to
fill up any vacancies therein and to act notwithstanding vacancies, And any such appointment
or delegation may be made on such terms, and subject to such conditions as the majority of
Designated Partners may think fit, and the majority of Designated Partners may at any time
remove any persons so appointed and may annul any such delegation.

xx. At any time and from time to time by Power of Attorney under the Seal of the LLP, to appoint
any person or persons to be the Attorney or Attorneys of the LLP, for such purposes and with
such powers, authorities, and discretions (not exceeding those vested in or exercisable by the
Designated Partners under these presents and excluding the power to make Loans and borrow
money) and for such period and subject to such conditions as the Board may from time to
time think fit, and any such appointment may (if the Majority of Designated Partners thinks
fit) be made in favor of the Members of any local board, established as aforesaid or in favor
of any LLP or the partners, directors, nominees or managers of any Company or firm or
otherwise in favor of any fluctuating body of persons whether nominated directly, or
indirectly by the majority of Designated Partners and any such Power of Attorney may contain
such powers for the protection or convenience of persons dealing with such Attorneys as the
majority of Designated Partners may think fit, and may contain Powers enabling any such
delegates or Attorneys as aforesaid to sub-delegate all or any of the Powers, authorities and
discretions for the time-being vested in them.

xxi. For or in relation to any of the matters aforesaid or otherwise for the purposes of the LLP to
enter into all such negotiations and contracts and rescind and vary all such contracts, and
execute and do all such acts, deeds, and things in the name and on behalf of the LLP as they
may consider expedient.

xxii. The Designated Partners may formulate, create, institute or set up such schemes, trusts, plans
or proposals as they may deem lit for the purpose of providing incentive to the officers,
employees and workers of the LLP.

xxiii. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments,
and all receipts for moneys paid by the LLP, shall be signed, drawn, accepted or otherwise
executed as (the case may be, in such manner as the Designated Partners shall from time to
time by resolution determine.

xxiv. sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of
the LLP, or where the LLP owns more than one undertaking, of the whole, or substantially
the whole, of any such undertaking;

xxv. remit or give time for the repayment of, any debt by a Designated Partner;

xxvi. invest, otherwise than in trust securities, the amount of compensation received by the LLP in
respect of the compulsory acquisition of any such undertaking or of any premises or properties
used for any such undertaking and without which it cannot be carried on or can be carried on
only with difficulty or only after a considerable time;

19) The Board may, by a resolution passed at their meeting, delegate or entrust upon Designated
Partner/Designated partners from time to time, such of the powers exercisable upon such terms and
conditions and with such restrictions as they may think fit either collaterally with or to the exclusion
of and in substitution for all or any of their own powers and from time to time revoke, withdraw,
alter or vary all or any of such powers.

IX. RESPONSIBILTY

20) The Designated Partners shall be jointly and severally responsible for all such acts, matters and
things as may be required for the operations and management of the business of the LLP including
all Statutory Compliances and such other compliances incidental thereto.

Provided further that no Partners of the LLP shall have the rights in the management and operations
of the business of the LLP and shall not be in any case liable for the acts of the Designated Partners
as stipulated in aforementioned Clause.

X. REMUNERATION OF DESIGNATED PARTNERS

21) The remuneration of the designated partners shall be calculated as per the provisions of Income Tax
Act, 1961 or any other manner as decided by the board of designated partners from time to time.

XI. RESIGNATION OF DESIGNATED PARTNER

22) Any Designated Partner may resign by giving a notice of 30 days to the Board. Provided that he
shall continue in the capacity of the Partner unless he has transferred or assigned his interest in the
LLP to any other person with the approval of the Board.

Provided that if such resignation would reduce the number of Designated Partners of the LLP to
one, then the notice shall not take effect until the remaining Designated Partner shall have appointed
a new Designated Partner to fill the vacancy to be created by the said notice.

23) The vacancy caused due to resignation of such Designated Partner shall be filled within a period of
two months from the date of receipt of resignation letter or date if any, mentioned in the resignation
letter whichever is later
Provided that, where the LLP fulfills the requirement of minimum number of Designated Partner
even without filling the vacancy created by such resignation, as the case may be, the provisions of
the aforementioned sub clause of the LLP shall not apply.

XII. REMOVAL OF DESIGNATED PARTNER

24) A Person shall not be eligible to continue as Designated partner, if:

a) he is of unsound mind and stands so declared by a competent court;


b) he is an un discharged insolvent;
c) he has applied to be adjudicated as an insolvent and his application is pending;
d) he has been convicted by a court of any offence, whether involving moral turpitude or
otherwise, and sentenced in respect thereof to imprisonment for not less than six months
and a period of five years has not elapsed from the date of expiry of the sentence:
e) he become bankrupt or a lunatic or otherwise permanently incapable of attending to the
business of LLP; or
f) he has been guilty of any conduct likely to have a serious adverse effect upon the Business;
or
g) Commits any criminal offence or does or suffers any act which would be a ground for the
dissolution of the LLP by the Court/Tribunal,

Provided that, the LLP may with the approval of the Board remove a Designated Partner, if he incurs any
disqualification as mentioned in Clause 25 by giving 30 days’ notice in writing and an opportunity
of being heard.

Provided further that any such notice shall give sufficient details of the alleged breach or breaches
to enable the same to be properly identified.
Provided further that in the event that such resignation would reduce the number of Designated
Partner of the LLP to one, then, the continuing Designated Partner shall appoint a new Designated
Partner in the Board.

XIII. DEATH OF DESIGNATED PARTNER


[Link] the event of death of any Designated Partner, the remaining Designated Partner shall admit within
thirty (30) days, his/her/its legal representative as a Designated Partner.
Provided that his/her legal representatives/heirs shall have the right to waive/surrender his/her
option to be appointed as designated partner in the Board.

XIV. ADMISSION OF NEW PARTNER

27. No Person or Body Corporate shall be introduced as a new Partner without the approval of the
Board.

Provided that the incoming partner shall bring capital contributions as may be decided by the Board.

Provided further that this LLP Agreement need not be amended or modified or reconstituted in
connection with the admission of a new Partner. A new partner can be admitted into the LLP by
passing a resolution in the Board meeting of the LLP.

28. The Contribution of the partner may be tangible, intangible, Moveable or immoveable property and
the incoming partner shall bring minimum contribution of Rs.10,000

29. The Profit-sharing ratio of the incoming partner shall be in proportion to his contribution towards
the LLP as provided in Clause VII of this LLP Agreement.

XV. RESIGNATION/ RETIREMENT OF PARTNER

30. Any Partner may cease to be the Partner of the LLP on giving prior notice in writing of not less
than 6 months to the Board mentioning the reason for their resignation/retirement.

31. Any resigning/ retiring Partner shall cease to be a Partner in the LLP on the expiry of the notice
period or at an earlier date, at the discretion of the Board.

32. In case of resignation/retirement of a partner of the LLP, the amount payable to the Resigning/
Retiring Partner whose rights are being transferred shall be computed on the basis of Book value
as per the provisions of the Income Tax Act 1961 as on that date as may be determined by the
Board.
33. On retirement/resignation of a partner of the LLP the business of the LLP with all its assets and
liabilities shall be continued by the continuing Partners.

34. On exit of a partner, if the LLP does not have sufficient liquidity to pay off the amount due, the
retiring/outgoing partner may propose the admission of a new partner subject to the approval of the
Board.

35. Provided further that in the event that the number of Partners of the LLP reduced to one, then, the
continuing Designated Partner shall appoint a new Partner for increasing the number of Partners in
the LLP.

XV. DEATH OF PARTNER

36. In case of death of any of the partners of the LLP, the amount due to or payable to the heirs,
executors and administrators of such deceased Partners shall be entitled to or paid in full settlement
within three months of the date of bereavement and such amount shall be computed on the basis of
Book value as per the provisions of the Income Tax Act 1961 on that date as may be determined
by the Board.

Provided further that in case of death of a partner of the LLP the business of the LLP with all its
assets and liabilities shall be continued by the continuing Partners.

37. The Board may with the approval of majority of Designated partners appoint the legal heirs of the
deceased partner as a Partner of the LLP as on such terms and conditions as may be decided upon.

XVII. REMOVAL OF PARTNER

38. A Person shall not be eligible to continue as Partner, if:

a) he is of unsound mind and stands so declared by a competent court;

b) he is an un discharged insolvent;

c) he has applied to be adjudicated as an insolvent and his application is pending;


d) he has been convicted by a court of any offence, whether involving moral turpitude or

otherwise, and sentenced in respect thereof to imprisonment for not less than six months

and a period of five years has not elapsed from the date of expiry of the sentence:

e) he becomes bankrupt or a lunatic or otherwise permanently incapable of attending to the

business of LLP; or

f) he fails to pay any money owing by him to the LLP within 30 days of being requested in

writing by the LLP so to do; or

g) has been guilty of any conduct likely to have a serious adverse effect upon the Business; or

h) he commits any criminal offence or does or suffers any act which would be a ground for

the dissolution of the LLP by the Court/Tribunal,

Provided that, the LLP may with the approval of the Board remove a Partner, if he incurs any
disqualification as mentioned in Clause 38 by giving 30 days’ notice in writing and an opportunity
of being heard and the Board shall have the option to purchase his share and pay the purchase price
to the expelled/removed Partner computed on the basis of Book value as per the provisions of the
Income Tax Act 1961 as on that date as may be determined by the Board.
Provided further that any such notice shall give sufficient details of the alleged breach or breaches
to enable the same to be properly identified.

XVIII. RIGHTS OF THE PARTNERS

39. All the Partners hereto shall have the rights, title and interests in all the assets and properties in the
LLP in the proportion of their Capital Contribution.

XIX. EXTENT OF LIABILITY OF THE LLP:

40. The LLP shall indemnify and defend its Designated 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 acts and deeds as Designated Partners and officers of the LLP, except for the gross
negligence or willful misconduct of the Designated Partner or officer seeking indemnification.

41. No partner shall be personally liable for the wrongful acts, misconduct, frauds or omission of any
other partner/designated partner and the defaulting partner shall indemnify the limited liability
partnership and the other existing partner for any loss caused to it by his Acts in the conduct of the
business of the LLP.

42. 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 dealing with him knows that he has no authority or does not know or believe him to
be a Partner of the LLP

XX. MEETINGS OF THE PARTNERS OF THE LLP

43. Meetings of the partners of the LLP may be held at any such time and at any such intervals as may
be determined by the Board from time to time.

44. A meeting of the Partners shall be called by the Board by giving not less than ten days’ notice in
writing to every Partner and such notice shall be sent by hand delivery or by post or by electronic
means:

Provided that a meeting of the Partners may be called at shorter notice to transact urgent business
subject to the approval of the Board.

45. The quorum for a meeting of the Partners shall be one third of its total strength or two Partners,
whichever is higher.

46. If, at the expiration of half an hour from the time prearranged for holding a meeting of the LLP, a
quorum is not present, the meeting shall stand adjourned to the same day in the next week at the
same time and place or to such other day at such other time and place as may be determined by the
Board, and if in such adjourned meeting a quorum is not present at the expiration of half an hour
from the time appointed for holding the meeting, the Partners present shall be a quorum, and may
transact, the business for which the meeting was called.
XXI. TRANSFER OR ASSIGNMENT OF RIGHTS

47. Subject to the approval of the Board, an existing Partner can transfer or assign his interest in the
LLP to any other person.
Provided that the existing Partner can transfer or assign his interest in the LLP to his relative or
legal heirs without obtaining the prior approval of the Board.

48. The LLP shall have perpetual succession, and the death, retirement or insolvency or removal or
resignation of any Partner shall not dissolve the LLP.

Provided further that this LLP Agreement need not be amended or modified or reconstitute in
connection with the admission or removal or resignation or death or retirement of a Partner.

XXII. BOOKS OF ACCOUNTS

49. The books of accounts of the LLP shall be kept for the reference of all the Designated Partners at
the Registered Office of the LLP or such other place as may be decided by the Board.

50. The Partners of the LLP shall have no rights to inspect or to obtain the copies of the Books of
Accounts of the LLP.

XXIII. BANK ACCOUNT

51. It is expressly agreed that the bank account of the LLP shall be opened with any Scheduled
Bank/Nationalized Banks/s or any other banks as may be decided by the Board and shall
be operated by First party (MR. BABU RAMACHANDRAN), or as otherwise agreed by
all Designated Partners.

52. All the banking transactions of LLP including execution of cheques and other negotiable
instruments and other modes of banking transactions, whether offline or online, including internet
banking and mobile banking shall be done jointly by Designated Partners.

XXIV. AMENDMENT ABILITY

53. Notwithstanding anything said or provided herein, the Board shall have full discretion to modify,
alter, or vary the terms and conditions of this LLP Agreement, subject to the provisions of the
Limited Liability Partnership Act, 2008, in any manner whatsoever as they may deem fit which
shall be reduced to writing and be signed by majority of the Designated Partners and thereupon and
the said writing shall become part of this LLP Agreement.
XXV. CONFIDENTIALITY AND ANNOUNCEMENTS

54. Each Designated Partner shall at all times use its best efforts to keep confidential all the commercial
and technical information’s, which he may acquire in relation to the LLP or the Business or in
relation to the customers, business or affairs of any other partner (or its Affiliates).

55. No designated partner shall use or disclose such information except with the consent of the Board
or, in the case of information relation to the LLP, for advancing the Business.

XXVI. STATUTORY AUDITORS

56. Upon reaching the prescribed threshold limit of contribution or turnover for appointment of auditor,
as provided under the LLP Act/Rules, the Board shall, appoint the statutory auditor to audit the
accounts of the LLP.

Provided that, in case of resignation/death of the statutory auditor, the Board shall fill such vacancy
within a period of three months from the date of vacation.

Provided further that, the auditor appointed under this clause may be removed from his office before
the expiry of his term with the approval of the Board.

XXVII. SEVERABILITY

57. If any provision of this agreement found invalid or illegal, the remainder of this agreement shall be
binding on the partners, and shall construed as if the invalid or illegal provision had been deleted.
The Designated Partners shall use all reasonable efforts to agree any substitute provisions for
invalid or illegal provision having, as close as practicable, the same commercial effects.

XXVIII. NOTICES

58. Any notice in connection with this agreement shall be in writing in English and delivered by hand,
registered post or courier or email. A notice shall be effective upon receipt and shall deem to have
been received (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at
the time of transmission, provided that in either cases, where delivery occurs outside working hours,
notice shall deemed to have been received at the start of working hours on the next following
business day.

XXIX. ARBITRATION

59. If there shall be any disputes, controversy or claim (dispute) between the partners arising out of this
agreement, or the breach, termination or invalidity of this agreement, the partners shall use their
best efforts to resolve the matter on an amicable basis. The parties shall consider the use of
mediation.

60. All the disputes arising between partners, partners & legal representative of the partners or with
LLP shall be settled by Arbitration as provided under the Arbitration & Conciliation Act, 1996 as
if the parties to the dispute have consented in writing for resolution of the dispute by arbitration
and application of the provision of the Arbitration and Conciliation Act,1996.

61. All disputes with the third parties will be resolved in Ernakulam jurisdiction.

XXX. WHOLE AGREEMENT

62) This agreement constitutes the whole agreement and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them,
whether written or oral, relating to its subject matter.

XXXI. GOVERNING LAW

63) This agreement or any non-contractual obligations arising out of or in connection with this
agreement governed and interpreted in accordance with Indian Law.
XXXII. WINDINGUP:

64) The LLP can be wound up with the consent of all the Partners subject to the provisions of Limited
Liability Partnership Act, 2008.

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

For and on behalf of FABLEFOLKS RESEARCH LLP

1. MR. BABU RAMACHANDRAN


(Designated Partner)

2. MR. JITHIN S R
(Designated Partner)

Witness:

a) Name:

Address:

Signature:

b) Name:

Address:

Signature:

Common questions

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In the event of a partner's death, financial settlements to the estate must be processed within three months, calculated by book value, with provisions for continuing the business or appointing legal heirs as partners .

Designated Partners can delegate authorities (excluding loans and borrowings) to individuals or local boards, subject to conditions they set, including removal rights, annulling delegations, and supporting sub-delegations for local management .

The LLP's financial dealings and executions like cheques, notes, and receipts require authorized signatures as determined by resolutions from Designated Partners. Investment and financial strategies are flexible, with allowances for securities or unsecured instruments .

The LLP can use arbitration to resolve disputes and must perform any awards given in such proceedings, representing an alternative legal solution in handling claims or demands against the LLP .

The LLP can secure the fulfillment of contracts or engagements by mortgaging all or any of the company's property and its unpaid contributions in a manner deemed fit by the Designated Partners .

The LLP provides for the welfare of its partners and employees through grants of money, pensions, gratuities, allowances, bonuses, or other payments and by contributing to provident funds and other institutions related to welfare .

A partner may resign by giving a minimum six months' notice to the Board. The resigning partner's financial entitlements are based on book value as per the Income Tax Act, and business continuity is ensured by the remaining partners or by introducing a new partner .

A Designated Partner may be removed if they are of unsound mind, insolvent, have been convicted of a crime, become incapable of business, or conduct detrimental to the LLP. Removal requires Board approval and a detailed notice of the breach, and it must ensure a replacement if this reduces the designated partners to one .

A new partner can be admitted with the Board's approval, requiring the new partner to bring a minimum capital contribution of Rs.10,000, and their profit-sharing ratio corresponds to this contribution as per the LLP agreement .

Partners are not personally liable for the wrongful acts or omissions of other partners. The LLP provides indemnity to its partners from such liabilities, except in cases of gross negligence or willful misconduct .

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