RECONSTITUTION OF PARTNERSHIP DEED This deed of partnership made and executed on this the day of .......................................... . . ..................

.at Bangalore By and Between: 1. . ....................................... Hereinafter referred to as the first party. 2. . . . Hereinafter referred to as the second party/retiring partner. 3. . . .. hereinafter referred to as the third party/retiring partner. . . ..................................................................................hereinafter referred to as the fourth party/incoming partner. !The terms fist" second" third and fourth parties shall where#er the context to re$uest mean and include their respecti#e heirs" legal representati#es" administrators" executors and assigns% of the each part shall witnesseth: &hereas the parties 1 to 3 herein ha#e 'een carrying on 'usiness as partners of the firm under the name and style of .................................................................. ......................................................The parties 2 to 3 herein ha#e expressed their desire to retire from the firm and the fourth party herein as offered to come in as a partner to continue the 'usiness of . . . (pon the parties 2 and 3 herein offering to retire from the firm the accounts of the firm ha#e 'een drawn. &hereas the party of the third part has lent su'stantial amount of money to the firm to meet the exigencies of the 'usiness apart from contri'uting to the capital of the firm. The parties 1 and herein ha#e decided to continue the 'usiness in the same products in which the firm was dealing and to ta)e o#er the lia'ilities of the fir" all the assets together with goodwill and name. Hence this re*constitution deed. +,& TH-.-/,.TH01 2--2 ,/ 34.T+-.1H03 1H455&0TH+-11-TH: 1. 2. +ame of the /irm: 3lace :

3. 3(.3,1-: 6anufacture and sale of electrical #arnishes of all grades" polymers resins and such other products which may 'e decided 'y the partners from time to time. To engage in trading

acti#ities in dyes" chemicals pigments etc.".. . 2(.4T0,+ ,/ 34.T+-.1H03: The duration of partnership will 'e 4T &055. Howe#er" it shall not 'e dissol#ed for atleast fi#e years or with the consent of 'oth continuing partners. 7. 8430T45: /irst and fourth parties herein who will 'e contri'uting .s ........................................each towards the share capital. 9. 1H4.0+: .4T0,: 7;:7; each 'etween two partners out of the profits and losses. <. B4+= 488,(+T: The firm shall ha#e in its name such Ban) 4ccounts as may 'e necessary with any Ban)" wither schedule" 8o*,perati#e or +ationalised Ban) and the Ban) 4ccounts shall 'e operated 'y the 6anaging 3artner. >. 64+4:-6-+T: 1ri..................................................the first party herein shall 'e the managing partner of the firm he shall carry on day to day affairs of the firm in the 'est interest of the partners with the assistance of the other partner. 6atters relating to line of 'usiness" finances" place of 'usiness" salaries" appointments etc." shall 'e decided from time to time 'y the managing partner. ?. /(.TH-. 0+@-1T6-+T: 0n case of necessity the partners ha#e agreed to in#est money for effecti#ely running the unit. 1uch additional in#estment shall 'e treated as loan and such lending partner will 'e entitled to 1>A p.a. interest on such amount. 1;. 0n case of death" insol#ency" lunancy or retirement of any one of the partner of the firm" the firm shall not automatically get dissol#ed. The sur#i#ing partner will 'e entitled to continue the firm either 'y ta)ing new partners or without inducting any'ody. 11. B,..,&0+:1: The partners may" 'y mutual consent" 'orrow the funds from any 'an)" society" co* operati#e Ban)" financial institution or indi#iduals for the purpose of running the 'usiness and in such cases all the partners will Bointly and se#erally 'e responsi'le for the repayment of loans or credit facilities a#ailed 'y the firm. +o partner will 'e entitled to 'orrow money in the name of the firm indi#idually and all security documents shall 'e signed 'oth partners. 12. .-6(+-.4T0,+: The partners will 'e entitled to draw a sum of .s.........................................each for the

ser#ices rendered 'y them to the firm and the same shall 'e su'Bect to re#ision 'y mutual consent depending on the financial position of the firm. Howe#er" if the firm is not in a position to repay the loan or instalments top the creditors from out of the income of the firm the partners will not draw their salaries. 13. The partners will not 'e entitled to withdraw the capital contri'uted 'y them till such time the loans contracted 'y the firm is fully discharged. 1 . The Boo)s of 4ccounts of the firm shall 'e maintained 'y the managing partner with the assistance of such staff" employees or agent as my 'e appointed 'y the fir". The second partner and managing partner will 'e entitled to sign all the 'ills" #ouchers and other papers re$uired to to signed in daily transaction to carry on smooth 'usiness. 17. +o partner shall contract any loan indi#idually or incur lia'ility without written concurrence of the other partner and if any such commitment is made contrary to the a'o#e only such partner ma)ing commitment will answer the same. 19. 433,0+T6-+T1: 4ll appointments of consultants" staff" employees" agents" dealers" tax consultants" auditors" ad#ocates etc." shall 'e made 'y mutual consultation 'etween the partners. 1<. The 6anaging partner shall maintain proper 'oo)s of accounts regularly and the same shall 'e )ept in its registered office or at the factory which shall 'e made a#aila'le for inspection 'y the other partner at all times. He account 'oo)s so maintained 'y the firm shall 'e got audited e#ery year 'y $ualified auditors. 1>. /0+4+8045 C-4.: The financial year of the firm shall 'e from ......................................of each year ending with ...............................of succeeding year. 1?. +o partner will 'e entitled to retire from the firm without gi#ing atleast one month notice in ad#ance" to the other and without o'taining prior permission from the Ban) or financial institution with whom the firm will ha#e transactions. 2;. +o. partner will 'e entitled to transfer" assign or charge his/her interest or share in the firm to a third party without prior consent of the other partner and also without prior permission of the Ban). 21. 1ince second and third parties herein ha#e retired from the firm w.e.f. today" ha#e drawn up the accounts till date and that the retiring partners ha#e no dispute or claim either against the firm or the continuing partners. 22. +o partner shall engage himself/herself in any acti#ity or 'usiness which is similar identical with the 'usiness and acti#ity of the firm either directly or indirectly to affect the interests of the firm ad#ersely.

23. The firm shall sue and 'e sued in the name of the firm only and managing partner shall represent the firm in such matters 'efore the courts of law 'y signing such papers as may 'e re$uired to 'e signed and #erified for 'eing presented in the courts" ar'itrators or such other authority. 2 . The properties ac$uired and transactions carried on 'y the firm shall 'e in the name of the firm and all assets" lia'ilities goodwill etc." that ha#e 'een ac$uired as on date will continue to 'e the assets of the firm. 27. The partners shall sincerely do their respecti#e Bo's which is necessary in the 'est interest of the firm so as to run the same smoothly and profita'ly to the 'est ad#antage of all the partners. 0f any partner were to deli'erately cause loss to the firm or is acting preBudicial to the interest of the firm such a partner shall ma)e good the same to the other partner and such partner shall 'e remo#ed from the partnership. 29. 0n respect of all the matters for which there is no specific clause pro#ided herein" the parties herein" will 'e go#erned 'y pro#isions of the 0ndian partnership 4ct 1?32 and any amendments thereto from time to time. IN WITHNES WHEREOF THE PARTIES HERETO HAVE SER THEIR RESPECTIVE HANDS TO THIS PARTNERSHIP DEED ON THE DATE AND PLACE MENTIONED HEREINABOVE IN PRESENCE OF THE FOLLOWING WITHNESSES: &0T+-11-1: 1. 34.T+-.1:

2.