Partnership Deed

This indenture of partnership made on 16th day of the month of march Two
Thousand Seventeen between the following:

Mr. Pratikkumar H. Vaidh, aged about 29 years, Indian Resident residing at

301, Jalaram House, Nr. Atma Jyoti Ashram, Elora Park, Vadodara - 390023 herein
after referred to as the party of THE FIRST PART;

AND

Miss. Ratwai Ratchaniwan, aged about 41 Years, Thai national residing at

Amidhara Society, Nr. Vahanvati Matanu Temple, Elora Park, Vadodara - 390023
herein after referred to as the party of THE SECOND PART:

WHEREAS the parties of the First and Second Part have started business in the
Partnership From 16-03-2017 under the name and style of Yug Spa & Salon

AND WHEREAS the parties of First and Second Part are desirous of reducing to
writing the terms and condition governing their rights, duties and liabilities
in this Partnership.

NOW THESE PRESENTS WITNESSETH the terms and conditions subject to which
the Partnership shall be carried on.

1. NAME OF THE FIRM

The business of the partnership shall be carried on in the name and style
of Yug Spa & Salon. However, the business can be carried on in any other
name or names as the partners may mutually agreed upon.

2. DATE OF COMMENCEMENT

The business of this partnership shall be deemed to have commenced on

and from 16th day of March 2017

3. PLACE OF BUSINESS.

The principal place of the business of the partnership firm shall be at

2nd Floor, Shreena Complex, above icici bank, Nr. Yash Complex, Gotri Road,
Vadodara - 390021 or such place or places as the partners may agree upon .
The partners shall be further entitled to open branch or branches at any
other place or places as the partners may agree upon.

4. NATURE AND STYLE AND OBJECTS OF BUSINESS.

The principal business of the partnership shall be to Operate a sauna and

steam baths, reducing and slandering salons, massage salons, rest rooms etc.
Hair dressing and other beauty treatment including facial massage, manicure and
pedicure and make-up and to carry on any other business or businesses as
the partners may mutually decide from time to time .

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5. CAPITAL FOR PARTNERSHIP BUSINESS.

The funds required for the purpose of the partnership business shall be
contributed in following manner.

99% Funds to be contributed by First Part.

01% Funds to be contributed by Second Part.

Simple interest at the rate of 12 % per annum or such lower rate or

higher rate as may be allowable under the provisions of section 40(b)(iv) of
the Income Tax Act shall be allowed on the partners credit balances in their
capital accounts during the relevant accounting period. Similarly if there is
a debit balance in Capital Account of any partner , interest at the simple
rate of 12 % shall be payable to the partnership firm.

The partners may agree by mutual consent to increase or reduce the

above rate of interest or even agree not to pay any interest .

6. ACCOUNTING YEAR.

The first accounting year of the partnership shall be from 16 th day of March
2017 to 31st day of March, 2017 and thereafter it shall be from first day of
April to 31st day of March or Any other Financial year that may be decided by
Government of India for the Purpose of Return of Income.

Financial Year can be changed mutually by partners due to any Act / Rule /
Notification of Government of India.

7. BOOKS OF ACCOUNTS.

Proper books of account shall be maintained by the firm wherein shall be

entered particulars of all sales , purchases , payments received and made ,
income and expenses etc. The same shall be kept at the Head Office to
which any partners shall have at all times free access to and right to
inspect and copy the same .

8. REMUNERATION TO PARTNERS.

It is agreed between the parties hereto that First Part and Second Part herein
after referred to as working Partners in consideration of devoting their time
and attention to the business of partnership is entitled to yearly remuneration as
under :

The Book profit is to be paid to the working partners as remuneration to the

working partners in their profit / Loss sharing ratio.

9. TOTAL REMUNERATION.

In case of book profit up to Rs. 1,50,000/- or 90% of the

book

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 Rs. 3,00,000 /- for the year profit whichever is higher.

On the balance of book profit. 60 % of the book profit.

10. BOOK PROFIT HOW TO BE ASCERTAINED.

For the purposes of the above clause, the expression Book profit shall mean the
book profits as shown by the books and as computed in consonance with the
relevant provisions of Sec.40(b) of the Income Tax Act.

11. REMUNERATION IN CASE OF LOSS.

The working partners shall be entitled to draw remuneration up to Rs.1,50,000 in

case of loss. However they have option to waive above remuneration by mutual
consent.

12. WITHDRAWAL FROM THE AMOUNT OF REMUNERATION / INTEREST /

PROFIT.

The partners shall be entitled to withdraw any amount during the year from the
partnership funds towards their yearly remuneration, share of profit or interest on
their credit balances, from time to time, as may be decided by the partners by
mutual consent.

13. PARTNERS SHARES IN THE NET PROFIT OR NET LOSS.

The balance sheet and profit and loss account of the firm shall be drawn up after
charging the necessary business expenses like rent, commission, salaries, interest
on capital accounts of the partners, interest on borrowing, remuneration to
partner or partners, bad debts, depreciation, etc., and the partners share in net
loss shall be divided among the partners as stated below:

Name of the Partner Profit/Loss

Mr. Pratikkumar H. Vaidh 99.00 %
Miss. Ratwai Ratchaniwan 01.00 %

-----------

100.00%
14. DETERMINATION OF PROFIT ETC.

In case of any change in the constitution of the firm and/ or change in

working partners of the firm before the end of the accounting year the
working partners shall be entitled to remuneration as under:

(a) In case the business of the firm is closed in the above circumstances as per
the terms hereinbefore agreed to in this indenture.

(b) In case ,the business of the firm is being continued, the profit of the
whole year shall be computed and shall be apportioned between the two
periods of the firm , one before the change in the constitution , of the firm and

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 another since the change in the constitution of the firm on the basis of
duration. Thereafter, the total remuneration payable to the working partners as
per the terms hereinbefore agreed to in this indenture, shall be computed
for the entire year, and the same shall be apportioned between the two
periods on the basis of the duration, and the remuneration so determined
for the first period shall be payable to the working partners up to the
change in the constitution of the firm , and the balance being the
remuneration of the second period shall be apportioned to the working
partners as agreed.

16. BANK ACCOUNTS.

Current and / or overdraft accounts and / or Loan Account with banks /

Financial institutions shall be opened in the name of the firm and such
accounts can be operated by First Part Only.

16. ADMINISTRATION OFTHE BUSINESS OF THE FIRM.

The working partner shall carry on the affairs and administration of the firms
business. However, the other partners shall be entitled to give suggestions to the
working partner for the benefit and business of the firm.

17. DUTIES OF PARTNERS TO ONE ANOTHER.

During the continuance of these presents, each partner shall

a) Be just and faithful to the other and each of them, at all times and
shall give to each other, full information and truthful explanation of all
transactions relating to the partnership business;

b) At all times give to the others, a just and faithful account of the
partnership business and also upon every reasonable request furnish a full
and correct explanation thereof to the others;

18. RESTRICTIONS ON PARTNERS.

During the continuance of these presents, no partner shall in relation to this

partnership business, without the previous written consent of the other partners;
(a) Give any security or promise for the payment of monies on
account of the firm, except in the ordinary course of business.
(b) Sell, assign alienate, mortgage, gift or charge his share or any
part thereof in the assets or profits of the firm or make any other person a partner
with him therein.
(c) Lend any money of the firm to any person or persons or firms,
except in the ordinary course of business.
(d) Draw any amount from the firm except with the consent of all
the partners.
(e) Carry out a transaction which may prejudice the interests of the
firm.

Any partner committing any breach of any of the foregoing stipulations shall
indemnify the remaining partners for all losses and expenses on account of the
same.

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 19. DURATION.

This Partnership is AT WILL

20. RETIREMENT FROM PARTNERSHIP.

If partner wishes to retire from the partnership he shall give at least three months
prior notice at the principal place of business at Vadodara of his intention of
retirement to the remaining partners and such a partner can retire from the
partnership after the expiry of three months of the receipt of notice to retire after
settling his accounts.
21. CONTINAUANCE AFTER DEATH OR RETIREMENT.

The partnership shall not stand dissolved on account of death or retirement or

insolvency or insanity of any partner. However the remaining partner shall be
entitled to carry on business in the name and style of Yug Spa & Salon and he
shall be further entitled to admit any one legal heir of the deceased partner in
case of death of partner only. Further in case of other possibilities the remaining
partner shall be entitled to admit any other person or persons as partner in the
said partnership firm.

22. LOANS AND DEPOSITES.

The partners are authorized to accept loans or deposits from outsiders on such
terms and conditions as may be mutually decided upon by all the partners.

23. BAR TO DISPOSAL OF SHARE.

No partner shall, without the written consent of the other partners, dispose of his
interest in the partnership by way of sale, mortgage or otherwise.

24. FOR GREATEST COMMON GOOD.

All the partners shall carry on the business of the partnership for the greatest
common advantage, shall be jus and faithful to the other partners, and shall
furnish other partners with full accounts and information with regards to all
matters and transactions relating to the partnership business, and no partner
shall do any act or thing whereby the firm or the partnership property may be
prejudicially affected.

25. GOODWILL.

On retirement or death of any partner goodwill in respect of the business of the

partnership is to be calculated at the market value and value of stock is to be
calculated at the market value.

26. DISPUTE.

In case of any dispute among the partners as regards the dealings of the firms
and/or interpretation of the clauses of this indenture, the matter shall be decided

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according to the provisions of the Indian Arbitration Act 1940 with due regard to
any amendments made in the said Act, from time to time in future.

27. USE OF THE FIRMS NAME AFTER DISSOLUTION.

In case of dissolution of the firm for any reason the partners will mutually decide
about the partner entitled to use the name of the firm.

28. ARBITRATION IN CASE OF DISPUTES.

All disputes and differences whatsoever which may, either during the continuance
of this partnership or after the termination of, arise amongst the partners or their
respective representatives concerning these presents, on the construction or
application thereof, or any clause or thing herein contained or any account,
valuation, division, debt, or liabilities to be paid shall be referred to a single
Arbitrator in case the partners agree upon, otherwise to two arbitrators, one to be
appointed by each party to the dispute, in accordance with the provisions of the
Indian Arbitration Act, 1940 for the time-being in force, and award of such
Arbitrator shall be binding on all the parties to the said dispute and such a
reference to arbitration shall be a condition precedent to the obtaining of any
relief in any Court of Law in respect of any such dispute or difference.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their
respective hands this 16th day of March Two Thousand Seventeen between the city
of Vadodara.

Date : 16/03/2017
Place : Vadodara

SIGNED AND DELIVERED

By the within named
The party of the first part,
Mr. Pratikkumar H. Vaidh
_________________________________________
(PARTNER)

SIGNED AND DELIVERED

By the within named
The party of the second part,
Miss. Ratwai Ratchaniwan
_________________________________________
(PARTNER)

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In presence of
1)________________________________________________
(as witness)

2)________________________________________________

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