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DEED OF PARTNERSHIP THIS DEED OF PARTNERSHIP is entered into 8th June, Two Thousand Seven (1) MR.

MIHIR BHARAT SHAH of Thane as party of First part and (2)

BETWEEN

MR. DEEPAK SHRIRAM TAWDE of Navi Mumbai called as party of Second part and all adults, Hindu and Indian Nationals and (which expression shall unless repugnant to the context and meaning thereof be deemed to mean and include their respective legal heirs, executors, administrators and assignees). AND WHEREAS the parties hereto are desirous of being formed into a partnership Firm under the name & style of M/s. FITNESS VISION at 1005, Vishram Tower, Shree Nagar, Sector 6, Thane 400 604 with effect from 8th June, 2007. AND WHEREAS the parties hereto are desirous of reducing into writing the terms and conditions as agreed to between themselves. NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
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The Partnership shall be deemed to have come into existence as on and from formed on 8th June , 2007. The business of Partnership shall be carried under the name and style of M/s. FITNESS VISION and / or any other name as may be mutually decided upon by the partners. The Partnership business shall be carried on at 1005, Vishram Tower, Shree Nagar, Sector 6, Thane 400 604 or at any such place as may be mutually agreed upon by the partners. The above place is owned by Mr. Mihir Bharat Shah who is the party of the first part. The business of the partnership shall be of management of health clubs, gymnasium, fitness training and all the other activities related to health and fitness, consultancy services, software training and other activities as may be decided upon from time to time. The duration of the partnership shall be AT WILL.

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The net profit of the Partnership business as per the accounts maintained by the partners after deduction of all expenses relating to the trading activities and / or business of the Partnership including rent, salaries, other establishment expenses etc. as well as interest and remuneration payable to the working partners in accordance with this clause of the Deed of Partnership shall be divided and distributed amongst the partners on the close of accounting year in the following proportion: SR NAME NO. ------- --------------------1. MR.MIHIR BHARAT SHAH 2. MR.DEEPAK SHRIRAM TAWDE TOTAL SHARE OF PROFIT ---------------50% 50% --------100% ==== SHARE OF LOSS ---------------50% 50% ---------100% ====

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CAPITAL: The capital of the firm shall be contributed or arranged by the partners in such manner as may be mutually agreed upon by and between the partners from time to time. Interest at the rate of 12% per annum or as may be prescribed under section 40(b) (iv) of the Income Tax Act, 1961 or may be in force in the Income Tax assessment of the partnership firm for the relevant accounting period shall be payable to the partner on the amount standing to the credit of the account of the partners. Such interest shall be calculated and credited to the account of each at the close of the accounting year, if the partners desire so. Mr. Mihir Bharat Shah and Mr. Deepak Shriram Tawde being the parties of the First Part and Second Part have agreed to work in the partnership firm as working partners. It is hereby agreed that in consideration of the parties of First and Second Part having agreed to work as working partners in partnership they shall entitled to Remuneration in the following manner : (i) The remuneration payable to each of the partners shall be calculate as percentage of the Income for each accounting period in the following manner: (a) On the first Rs. 75000/- of the book profit or in case of Loss

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(b) In respect of Next of Rs. 75,000/- of Book Profit: @30% each (c) In respect of Balance of Book Profit @20% each (ii) For the purpose of above calculation "Book Profit shall be computed as defined in explanation to Section 40(b) of the Income-Tax Act, 1961 and other applicable provision as may be in force for the Income-Tax assessment of the partnership firm for the relevant accounting period. (iii) The remuneration payable to the above said Partners shall be credited to their respective account at the close of the accounting period when final accounts of the partnership are made up and the amount of remuneration shall due to them as determined in the above manner.

(iv) The said partners shall be entitled to draw the above remuneration only after the end of the relevant accounting period . However nothing herein contained shall preclude any of the said partners from withdrawing any amount from the partnership firm against the amount standing to the Capital and / or Loan Account or his share of profit for the relevant accounting year in such manner as may be decided by the partners by mutual consent. (v) The partners shall be entitled to increase or reduce the above remuneration and may agree to pay remuneration to other working partner or partners as the case may be. The parties hereto any also agree to revise the mode of calculating the above said remuneration as may be agreed to by and between the partners from time to time. (vi) The Bank account of the firm shall be opened with any Bank or Banks and shall be operated by all and all the partners shall honor, accept, endorse, transfer & execute all the documents, papers or any other negotiable instruments signed & delivered. The accounting year of the partnership shall be financial year i.e. period of twelve months ending on 31st March every year. The partners may be entitled to monthly drawings as may be mutually decided upon.

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9. Proper books of accounts as required by the law and customs be maintained by the firm and at the end of every accounting year statements of profit & loss a/c. & Balance sheet shall be prepared. 10. Any of the following acts and / or events shall disqualify any partner from partnership hereby constituted & upon the commission or happening of the same such partner shall retire from the partnership with immediate effect pending to the execution of a deed of retirement or any other document in writing in this respect. a) Upon his applying to be adjudicated as insolvent; b) Upon making composition with creditors & their parties c) Upon being found guilty in the opinion of the other partner of any fraud or breach of trust or gross negligence or of gross mismanagement of any act detrimental to the interest of the partnership, either directly or indirectly. 2. During the continuance of these presents each partner shall: a) punctually pay his separate debts and indemnify the other partners and the assets of the firm against the same and all expenses on account thereof; b) forthwith pay all money, cheques and negotiable instruments received by him on account of the firm into the firm's account. c) be just and faithful to the others of them and at all times give to each other, full information relating to the partnership business.

d) at all times give to the other a just and faithful account of the same and also upon every reasonable request furnish a full and correct explanations thereof to the other ; and e) afford, every assistance and co-operation in his power and use his best skill and endeavor in the conduct, promotion and prosecution of the partnership business for the mutual advantage and benefit.

12. During the continuance of these presents, no partners shall without the previous written consent of the other partners a) make delivery upon credit, any of the goods of the firm to any persons of firms to whom the other partner shall have previously in writing forbidden him to trust; b) give any security or promise for the payments of money on account of the firms in the ordinary course of business. c) enter into any bond or become bail or security with or for any person or knowingly suffer to be done anything hereby the partnership property or any part thereof may be seized, attached, extended taken into execution or endangered. d) sell, assign, alienate, mortgage or charge his share or any part thereof in the assets and property of the firm to make any other person a partner with him therein. e) draw, accept or endorse any bill of exchange or promissory account of firm except in the ordinary course of business; f) lend any money of the firm to any person ordinary course of business; or note, on the the

persons except in

g) s compromise, return, compound, release or discharge any security of firm, except upon payment thereof in full;

h) borrow any money from others in the name of the firm for his personal needs and requirements; i) enter into any heavy speculative or wagering transaction for the business in his own name; partnership

j) raise any loan or money for the partnership business except in the course of business.

ordinary

13. The partners hereto may admit any new partner or partners upon such terms and conditions as may be agreed upon. 14. If any partner wishes to retire from the partnership, he three months prior notice in writing to the remaining partners. may do so by giving

15. If any partner shall die during the continuance of the partnership and if the heir or heirs of the deceased partner/s expresses their desire to become partner , he/she shall may be taken as substitute of the deceased partner , he on such as may be decided upon. 16. Death , retirement or insolvency of a partner shall not dissolve the partnership firm. 17. If due to the provisions of Income Tax Act, 1961 & in respect of payment to partners, then partnership firm is required to pay additional / more amount towards Income tax, the same shall be debited to the concerned partners account. 18. All disputes and differences of whatsoever which shall either during the partnership or after the termination thereof arise, between the partners or their respective representative or between any partners and the representative of the other partner touching these presents or the construction or application thereof , or any clause or things therein contained or any account, valuation, division -debts or liabilities to be made hereunder or as to any other matter in or the rights duties or liabilities of any person under these presents shall be referred to arbitrators or the umpire, as the case may be shall be binding on all the parties to the said disputes. 19. Notwithstanding anything stated or provided herein, the partners shall have full powers and discretion to modify , alter, or vary the terms and conditions of this Partnership Deed in any manner whatsoever they think fit, by mutual agreement, which shall be reduced to writing and signed by all the partners and thereupon the said writing shall become appendage and part of these Deed. IN WITNESS WHERE OF: -----------------------------------The parties hereto have thereunto set and subscribed their respective hand today Signed , sealed and delivered by the within named MR . MIHIR BHARAT SHAH in the presence of Signed , sealed and delivered by the within named MR. DEEPAK SHRIRAM TAWDE in the presence of

Nature of Business : The business of the partnership shall be of training to photographers, and all the other activities related to training to photographers, consultancy services, software training and other activities as may be decided upon from time to time.

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