DEED OF PARTNERSHIP

This Deed of partnership made at Hyderabad on this . Day of April,

2014 between (1) Ms. .., an
adlt !ndian "iti#en, residin$ at %%%%%%%%%%%%%%%%%% (hereinafter
referred to as the &irst 'arty (whi(h e)pression, nless it be rep$nant to
the (onte)t or meanin$ thereof shall mean and in(lde its heirs, e)e(tors,
administrators and assi$ns) and (2) Ms.
.., an adlt !ndian
habitant, residin$ at

,
hereinafter referred to as *e(ond 'art (whi(h e)pression, nless it be
rep$nant to the (onte)t or meanin$ thereof shall mean and in(lde her
heirs, e)e(tors, administrators and assi$ns) (T+, &!-*T . *,"/0D 'A-T1
*+A22 3, "/22,"T!4,21 -,&,--,D T/ A* 'A-T0,-*)
5+,-,A* the &irst 'art is ..
5+,-,A* the *e(ond 'arty is .
Whereas;
1. The 6rst party and the se(ond party ha7e de(ided to enter into a
partnership for the prpose of (arryin$ on the bsiness of pro7idin$
+ospitality Mana$ement *er7i(es alon$ with "onsltin$8Ad7isory
ser7i(es to +ospitality, &ood . 3e7era$es . other allied bsiness
se(tors or s(h other bsiness as may be a$reed pon by the parties
from time to time9
2. The parties hereto, for ob7ios reasons, ha7e de(ided to pt in writin$
the terms and (onditions of the abo7e (onstittion of 'artnership.
!T !* +,-,31 A:-,,D 31 A0D 3,T5,,0 T+, 'A-T!,* +,-,T/ A*
&/22/5*;<
1. A 'artnership shall be (arried on in the name and style of LKHS and
hereinafter (alled as LKHS
2. LKHS as (onstitted nder this Deed shall be deemed to be ha7e
(ommen(ed on , 0o7ember, 201=.
=. LKHS shall ha7e its prin(ipal pla(e of bsiness at 903, ar!"#$,
H%ra$a$da$% Es"a"e, Tha$e& 'h#d()$der R#ad, Tha$e *Wes"+,
Tha$e, ,aharash"ra - .00/00 and8or at s(h other pla(e or
pla(es, as shall be a$reed to by the ma>ority of the partners from time
to time.
4. The (apital of LKHS shall be -s. ?0,0008< (-pees &ifty thosand only)
whi(h shall be (ontribted by the partners in the followin$
proportion;<
&irst 'arty ; ?0@ i.e. -s.2?, 0008< (-pees Twenty &i7e Thosand
only)
*e(ond 'arty ; ?0@ i.e. -s.2?, 0008< (-pees Twenty &i7e
Thosand only).
The frther (ontribtion if any reAired by LKHS shall be bro$ht by
the partners as mtally a$reed from time to time.
?. The bsiness of LKHS shall be to pro7ide !nte$rated +ospitality
Mana$ement *er7i(es, to (arry on the bsiness of -estarants,
+otels, Motels, -esorts, "afe, Ta7ern, refreshment room and lod$in$
hose Beepers, wine, beer and spirit mer(hants . (aterers on its own
or as fran(hisees or operations mana$ement ser7i(e pro7ider and to
pro7ide hospitality mana$ement ser7i(es to all (orporates8persons
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in(ldin$ ser7i(e apartments, $est hose, hostels, mltiple), malls,
(inema hall, food (ort, restarants, (afe, (aterers, indstrial
(aterers and to a(t as a (ollaborators, fran(hiser, te(hni(al
e)perts and marBetin$ of any other hotel and motels and to (ond(t,
host and or$ani#e parties, fn(tions, e7ents, shows, e)hibitions,
dramas, press (onferen(es and aliBe and arran$e for food, be7era$e,
tentin$, de(oration and other similar reAirement and
"onsltin$8Ad7isory ser7i(es for "on(ept de7elopment, MarBet
-esear(h, ,(onomi( &easibility stdy, *trate$i( 3siness 'lannin$,
'ro>e(t De7elopment, Te(hni(al Assistan(e, MarBetin$ and *ales, 're<
openin$ and on<$oin$ /perations in +otels, Motels, -esorts,
"on7ention "enters, !nte$rated Mi)ed se, -estarants, 'bs, 3ars,
"afes, 'bli( +oses, 2eisre indstry, et(. and to (arry on any other
bsiness whether spplementary or (omplementary to bsiness in
!ndia or abroad and other an(illary bsiness more parti(larly
des(ribed in the *(hedle ! anne)ed herewith or any other bsiness in
any other manner as may be de(ided by all the 'artners.
C. The frther (ontribtion if any reAired by LKHS shall be bro$ht by
the partners as mtally a$reed from time to time.
D. !t is hereby a$reed that the operations of the bsiness shall be (arried
ot >ointly by the both the parties.
E. !t is frther a$reed that in (onsideration to the abo7e, they shall be
entitled to draw ma)imm remneration as per(enta$e of booB pro6t
for ea(h a((ontin$ year in the followin$ manner, in eAal sharin$,
sb>e(t to (lase (ii) and (iii) below;<
(i)
a
)
!n respe(t of 3ooB 'ro6t pto
-s.=,00,0008< or less for the
year.
-s.1,?0,0008< or at the rate of F0
per (ent of the booB pro6t,
whi(he7er is more.
b
)
/n the balan(e of booB pro6t At the rate of C0 per(ent
(ii) &or the prpose of payments of abo7e remneration the booB
pro6t shall be (al(lated in a((ordan(e with the pro7isions of se(tion
40(b) (i7) of !n(ome Ta) A(t, 1FC1 or as (ompted as pro7ided in
se(tion 2E to *e(tion 44D of the !n(ome Ta) A(t, 1FC1 withot
ded(tion of remneration paid or payable to the partners for the
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rele7ant a((ontin$ period or appli(able pro7isions that maybe in
for(e from time to time for the rele7ant a((ontin$ period.
(iii) 'artners shall withdraw any amont from time to time as may be
mtally a$reed pon by the parties hereto.
F. The 0et 'ro6t8 2oss of the 'artnership after ded(tion of all e)penses
relatin$ to bsiness or a(ti7ities of the 'artnership as well as interest
and remneration payable to the partners in a((ordan(e with this
deed, and (apital $ains and losses shall be shared and8or borne by
the desi$nated partners as below;<
N#
.
NA,E SHARE
1. F%rs" Par"y 203
4. Se5#$d Par"y 203
TOTAL 1003
10. 3anB a((ont or a((onts may be opened in any re(o$ni#ed banB or
banBs as the partners may from time to time nanimosly a$ree pon
and the banB a((onts shall be operated by both the parties >ointly or
in a fashion both of the parties may a$ree pon in ftre.
Ad6%ss%#$ #7 Ne8 Par"$er
11. The new partner may not be introd(ed withot the (onsent of all the
e)istin$ partners. *(h in(omin$ partner shall $i7e his8her8its prior
(onsent to a(t as 'artner of LKHS.
12. The (ontribtion of the partner may be tan$ible, intan$ible, mo7eable
or immo7able property and the in(omin$ partner shall brin$ minimm
(ontribtion as (ompted by all the partners.
1=. The 'ro6t sharin$ ratio of the in(omin$ partner shall be de(ided by
the e)istin$ partners at the time of admission of new partner.
R%9h"s #7 Par"$er
14. &irst and *e(ond 'arty ha7e the ri$hts, title and interest in all the
assets and properties of LKHS in proportion of their (ontribtion.
1?. ,7ery partner has a ri$ht to ha7e a((ess to and to inspe(t and (opy
any booBs of LKHS.
1C. !f any partner ad7an(es any sm of money to LKHS o7er and abo7e
his de (ontribtion to (apital, the same shall be a debt de from
LKHS to the partner ad7an(in$ the same and shall (arry simple
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interest at the rate of 12@ per annm or any other rate de(ided by
the partners nanimosly.
1D. LKHS shall ha7e perpetal s((ession. Therefore death, retirement or
insol7en(y of any partner shall not dissol7e LKHS
1E. /n retirement of a partner, the retirin$ partner shall be entitled to fll
payment in respe(t of all his8her8its ri$hts, title and interest in the
partner as herein pro7ided. +owe7er, pon insol7en(y of a partner his
or her ri$hts, title and interest in LKHS shall (ome to an end. Gpon
the death of any of the partners herein any one of his or her heirs
shall be admitted as a partner of LKHS in pla(e of s(h de(eased
partner. The heirs, e)e(tors and administrators of s(h de(eased
partners shall be entitled to and shall be paid the fll payment in
respe(t of the ri$ht, title and interest of s(h de(eased partner.
1F. /n death of any partner, if his or her heir opts not to be(ome a
partner, the sr7i7in$ partners, shall ha7e the option to pr(hase the
(ontribtion of the de(eased partner in LKHS
D)"%es #7 :ar"$ers
20. ,a(h 'artner shall be >st and faithfl to the other partners in all
transa(tions relatin$ to the 'artnership.
21. ,a(h partner shall render tre a((onts and fll information to all the
partners or their le$al representati7es of all s(h matters whi(h aHe(t
the worBin$ or e)isten(e of this 'artnership.
22. ,7ery partner shall a((ont to the 'artnership for any bene6t deri7ed
by him withot the (onsent of LKHS of any transa(tion (on(ernin$
the 'artnership, or for any se by him of the property, name or any
bsiness (onne(tion of LKHS
2=. ,7ery partner shall indemnify the 'artnership and the other e)istin$
partner(s) for any loss (ased to it by his frad in the (ond(t of the
bsiness of this 'artnership.
24. !n (ase any of the 'artners of LKHS desires to transfer or assi$n
his8her interest or shares in LKHS, he8she (an transfer the same with
the (onsent of all the partners.
2?. 0o partner shall withot the written (onsent of other partner(s);
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< ,mploy any money, $oods or eHe(ts of the partnership or pled$e
the (redit thereof e)(ept in the ordinary (orse of bsiness and
pon the a((ont or for the bene6t of LKHS9
< ,nter into any bond or be(ome sreties or se(rity with or for any
person or do Bnowin$ly (ase or sHer to be done anythin$
whereby the partnership property or any part thereof maybe
sei#ed9
< Assi$n, mort$a$e or (har$e his or her share in the partnership or
any asset or property thereof or maBe any other person a partner
therein9
< ,n$a$e dire(tly or indire(tly in any bsiness (ompetin$ with that of
LKHS9
< 2end money or $i7e (redit on behalf of LKHS or to ha7e any
dealin$s with any persons, (ompany or 6rm whom the other
partner pre7iosly in writin$ ha7e forbidden it to trst or deal with.
Any loss in(rred thro$h any brea(h of pro7isions shall be made
$ood with LKHS by the partner in(rrin$ the same9
< "ompromise or (ompond or (e)(ept pon payment in fll) release
or dis(har$e any debt de to LKHS;
< ,nter into any bond or be(ome bail or srety for any person or
Bnowin$ly (ase or sHer to be done anythin$ whereby the
'artnership property may be endan$ered9
< TaBe loan on +ndi or any srety or se(rity in the name of LKHS
,ee"%$9
2C. The meetin$ of partners may be (alled by $i7in$ noti(e of 14 days. !n
(ase if any r$ent meetin$ is (alled the noti(e reAirement is to be
rati6ed by all the 'artners9
2D. Any matter or matters dis(ssed in LKHS;s meetin$(s) shall be
de(ided by way of resoltion passed by a ma>ority in nmber of the
partners, and for this prpose, ea(h partner shall ha7e one 7ote
e)pe(t for the matters listed in *(hedle !! of this deed whi(h shall
reAire an nanimos de(ision9
2E. The meetin$ of the 'artners may be (alled by sendin$ 14 days prior
noti(e to all the partners at their residential address or in (ase of
r$ent meetin$ the same (an be (alled by telephoni( (on7ersation
bt the noti(e reAirement shall be rati6ed by all the 'artners9
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2F. The meetin$ of 'artners shall ordinarily be held at the prin(ipal pla(e
of bsiness of LKHS or at any other pla(e as per the (on7enien(e of
partners9
=0. ,7ery partner shall ensre that de(isions taBen by them are re(orded
in the mintes of meetin$s within =0 days of taBin$ s(h de(isions
and are Bept and maintained at the re$istered oI(e of LKHS9
=1. ,a(h partner shall;<
i. 'n(tally pay and dis(har$e his8her8its separate debts and
en$a$ement and indemnify the other partners and LKHS as
well as their assets a$ainst the same and all pro(eedin$s, (osts,
(laims and demands in respe(t thereof.
ii. ,a(h of the partners shall $i7e time and attention as maybe
reAired for the fl6llment of the ob>e(ti7es of LKHS bsiness
and they all shall be the worBin$ partners.
I$de6$%"y
=2. LKHS shall indemnify and defend its partners and other oI(ers from
and a$ainst any and all liabilities in (onne(tion with (laims, a(tions
and pro(eedin$s (-e$ardless of the ot(ome), >d$ment, loss or
settlement thereof, whether (i7il or (riminal, arisin$ ot of or resltin$
from their respe(ti7e performan(es as partners and oI(ers of LKHS
e)(ept those arisin$ ot of $ross ne$li$en(e or willfl mis(ond(t of
the partner or oI(er seeBin$ indemni6(ation.
essa"%#$ #7 E<%s"%$9 Par"$ers
==. A 'artner may (ease to be partner of LKHS by $i7in$ a noti(e of
retirement in writin$ of not less than C0 days to the other partner(s)
of his8her intention to resi$n as partner.
=4. 0o ma>ority of 'artners shall ha7e the ri$hts to e)pel any other
partner(s) e)(ept in (ases where any partner has been fond $ilty of
(arryin$ the a(ti7ity8 bsiness of LKHS with fradlent prpose.
=?. LKHS (an be wond p with the (onsent of all the partners sb>e(t to
the pro7isions of 'artnership A(t, 1F=2.
Res"r%5"%#$ #$ L%ab%!%"y #7 LKHS
=C. LKHS shall not be responsible for any a(t or (ond(t of its partner(s)
in dealin$ with a person if <
< D <
i. the partner has no athority to a(t on behalf of LKHS in
ndertaBin$ s(h a(t9 and
ii. the person Bnows that s(h partner has no athority to
ndertaBe the said a(t or does not Bnow or belie7e him to be a
partner of LKHS .
,%s5e!!a$e#)s Pr#=%s%#$s
=D. The 'artnership shall indemnify ea(h partner in respe(t of payments
made and personal liabilities in(rred by him;
i. in the ordinary (orse of and proper (ond(t of the bsiness of this
'artnership9 and8 or
ii. in order to preser7e the bsiness or property of this 'artnership.
=E. The booBs of a((onts of the 6rm shall be Bept at the prin(ipal pla(e
of bsiness of LKHS for the referen(e of all the partners.
=F. The a((ontin$ year of LKHS shall be from 1
st
April of a year to =1
st
Mar(h of sbseAent year. The 6rst a((ontin$ year shall be from the
date of (ommen(ement of this LKHS till =1
st
Mar(h of the sbseAent
year.
40. All disptes between the partners or between the 'artner(s) and
LKHS arisin$ ot of the 'artnership Deed whi(h (annot be resol7ed
in terms of this Deed shall be referred for arbitration as per the
pro7isions of the Arbitration and "on(iliation A(t, 1FFC (2C of 1FFC).
W%$d%$9 >:
41. !f the 'artnership de(ides to wind p 7olntarily, a resoltion to wind
p the 'artnership shall be passed with appro7al of the ma>ority of the
partners and as per the e)tant pro7ision of the 'artnership A(t, 1F=2
or s(h other $o7ernin$ a(t whi(h may be in for(e at the time of
passa$e of s(h resoltion.
A!"era"%#$ #r a6e$d6e$"
42. !f any of the 'artners wants to alter or amend or (han$e any of the
terms and (onditions of this Deed, then it shold be e)e(ted
separately and in writin$ as a spplement to this Deed and shall be
appended with this 'artnership Deed. *(h (han$ed or appended
do(ment shall be treated as an inte$ral part of this Deed.
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!0 5!T0,** 5+,-,/& the parties ha7e pt their respe(ti7e hands on the
day and year 6rst hereinabo7e written.
*i$ned and deli7ered by the
*.+ *+
'artner 'artner
5itness;
a. 0ame ; JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
Address ; JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
*i$natre ; JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
b. 0ame ; JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
Address ; JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
*i$natre ; JJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJ
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SHED>LE I
ANILLAR? OR OTHER (>SINESSES TO (E ARRIED O>T (?
LKHS
1. To enter into any (ontra(t, A$reement, Memorandm of
Gnderstandin$, Koint 4entre, Arran$ement or s(h other mode of
(ontra(ts as may be reAired for smooth (ond(t of its bsiness with
any indi7idal, 'rod(tion +ose, 2o(al Athority, 0on :o7ernmental
/r$ani#ation, 3ody "orporate, *o(iety, 'erson or any other
or$ani#ation whether in !ndia or abroad.
2. To depte any partner, employee or any other person to any pla(e in
!ndia or abroad for the prpose of obtainin$ trainin$ or Bnowled$e in
the te(hniAes and methods of rnnin$ or impro7in$ the bsiness of
the 'artnership or for the prpose of ad7an(ement or promotion of
any of its ob>e(ts, (hattels, property, e)pertise, et(.
=. To enter into Deeds and (ontra(ts with !ndian or &orei$n indi7idals,
(ompanies or other or$ani#ation for te(hni(al, 6nan(ial or any other
assistan(e for (arryin$ ot any or all of the ob>e(ts of the 'artnership.
4. To establish and maintain any a$en(y, sbsidiary or bran(h in !ndia or
any part of the world for (ond(t of the bsiness of the 'artnership.
?. To e)periment or in(r e)penses ne(essary for the prpose of
impro7in$ on the present method and pro(ess of worBin$ of bsiness
of the 'artnership and s(h other a(ti7ities for better fn(tionin$ of
the bsiness for whi(h the 'artnership is established.
C. To appoint any person as a$ent, (onsltant or ad7isor for the prpose
of its bsiness.
D. To apply for, pr(hase or otherwise a(Aire, prote(t and renew in any
part of the world, any patents, trademarBs, patent ri$hts, bre7ets,
in7ention, li(enses (on(essions and the liBe (onferrin$ any e)(lsi7e
or non<e)(lsi7e or limited ri$ht to their se or any se(ret or other
information as to any in7ention whi(h may seem (apable of bein$
sed for any of the prposes of the 'artnership and to se, e)er(ise,
de7elop or $rant li(enses in respe(t of, or otherwise trn to a((ont
the property, ri$hts, or information so a(Aired and to e)pend money
in e)perimentin$ pon, testin$ or impro7in$ any s(h patents or
in7entions.
E. To pr(hase, taBe on lease or in e)(han$e or on hire or otherwise
a(Aire, ere(t, maintain, re(onstr(t and adopt in any part of the
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world any bildin$s, oI(es, worBshops, fa(tories, plants, ma(hinery,
a((essories and other thin$s fond ne(essary or (on7enient for the
prposes of addin$ to, alterin$ or enlar$in$ all or any of the bildin$s,
fa(tories, premises and ma(hinery for the time bein$ the property of
the 'artnership and e)pendin$ from time to time s(h sms of money
as maybe ne(essary or e)pedient for the prposes of impro7in$,
addin$ to, alterin$, repairin$ and maintainin$ the bildin$s and
ma(hinery and property of the 'artnership and to (onstr(t, maintain
and alter any bildin$s or worBs ne(essary or (on7enient for the
prpose of the 'artnership.
SHED>LE II
,ATTERS TO (E DEIDED (? A RESOL>TION PASSED (?
>NANI,O>S DEISION OF ALL THE PARTNERS@&
1. To (han$e the name of 'artnership sb>e(t to appro7al of (on(ern
athority.
2. To (han$e the prin(ipal pla(e of bsiness of the 'artnership whether
otside the lo(al limits of the (ity8state or from one state to another.
=. To (han$e the bsiness ob>e(t of the 'artnership.
4. To alter the "apital "ontribtion of the partners.
C. To Beep re$ister, inde)Ls, retrns, (opies of (erti6(ates and
do(ments in any pla(e other than the re$istered oI(e of the
'artnership.
D. To $i7e loan or $arantees to other (ompanies.
E. To maBe in7estment in other (ompanies.
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