M/S.

SHELLSPACE ADVERTISING

RECONSTITUTION DEED

(RETIREMENT – CUM – ADMISSION DEED)

THIS INDENTURE made at Mumbai on this 10th November, 2017, by and between,

1. RISEMETRIC TECHNOLOGY LLP, an LLP registered under LLP Act, 2008, having its
registered office at Virar, of the FIRST PART (hereinafter referred to as “THE
RETIRING PARTNER”) AND

2. i) Mr. JATIN DILIP WAGHELA

ii) Mr. PRATIK PRAKASH PATIL
iii) Mr. DINESH SITARAM JADHAV
iv) Mr. ASHRAY SUDHIR DHAMANKAR
v) Mr. SANKET SANJAY KHUNTALE
of the SECOND PART (hereinafter referred to as CONTINUING PARTNERS).
WHEREAS THE PARTIES hereto of the First Part have been carrying on Business of
Advertising, Graphic Designing, Web Designing, Photography and /or any other
business as may be decided by the parties from time to time in partnership under the
name and style of M/S. SHELLSPACE ADVERTISING at Building No. 328, Ground Floor,
Fisherman Colony, Raheja Hospital Marg, Mahim, Mumbai – 400016 as per terms and
condition contained in the agreement of partnership deed dt. 10/02/2014.

AND WHEREAS THE PARTIES HERETO OF THE First Part expressed his desire to
retired as partner in the Partnership Business of M/S. SHELLSPACE ADVERTISING as
and from 10th day of November, 2017.

AND WHEREAS THE PARTIES HERETO ARE desirous of reducing their respective
terms and conditions into writing as hereinafter appearing.

NOW THIS INDENTURE WITNESSETH AS UNDER

1. The party hereto of the FRIST Part has retired from the Partnership of M/S.
SHELLSPACE ADVERTISING on and with effect from 10th day of November, 2017
and the party of the First Part id admitted on the same day.

2. Valuation and estimation of accounts of the mutual satisfaction of all the parties
hereto have been made of all the properties, assets, credits and effect of the said
business of including the goodwill and the liabilities thereof as on the 10th day of
November, 2017 and the Continuing Partners being the parties hereto of the Other
Part have agreed to pay the amount of Rs. 15,000/- (Rupees Fifteen Thousand Only)
to the party hereto of the First Part respectively on 10 th November, 2017 vide
cheque no. 902511 of ICICI BANK in full and final settlement of the accounts of the
Retiring Partner in the Partnership of M/S. SHELLSPACE ADVERTISING.

3. It is also agreed by and between the parties hereto that the Continuing Partners
become the absolute owners of the all the assets, liabilities, stock in trade, property,
fixtures, articles and goodwill of the said business of and shall also be entitled to
carry on and continue the said business under the name and style of M/S.
SHELLSPACE ADVERTISING.

4. In order to better enable the Continuing Partners to get in and receive the
Partnership estate, effects, assets and Premises the Retiring Partner hereby
irrevocably appoints them, the Continuing Partners, the true and lawful attorneys of
the Retiring Partner in his names severally or jointly with and in the name of the
other of them of the Continuing Partners or otherwise but at the sole risk and costs
of the Continuing Partners to ask, demand, sue for recover and receive and to sign
and given full and effectual receipt and discharge for all and singular the debts,
estates and effects of or due or owing or in anywise belonging to the said
Partnership or any party thereof with sufficient power and authority to settle all
accounts, reckonings, matters and things whatsoever relating to the said business
with all and every or any persons whosoever and to compound for or release all or
any of the debts or claims belonging thereto and to submit same or any questions or
controversy relating thereto to arbitration and otherwise to act in the premises in
all things for the purposes aforesaid and generally to take and prosecute every and
any method expedient whatsoever for recovering and receiving the said Partnership
estate, effects or any part thereof in as full ample beneficial a manner to all intents
and purposes as they the Retiring Partner and the Continuing Partners might or
could jointly have done in case they said Partnership had been still subsisting.

5. The parties hereto covenant with each other that the Continuing Partners shall pay
and satisfy or cause to be paid and satisfied all debts and liabilities of the
Partnership on the date of the retirement or the Retiring Partners and the Retiring
Partners shall have no responsibility and the liability of paying and satisfying the
Liabilities of any sort of the Partnership Business on the day of their retirement
 expect that the payment of Income Tax by the Retiring Partner on account of any
Income accruing to them respectively from the Partnership till the date of their
retirement shall be paid and discharged by the Retiring Partner only to whomsoever
it may belong and the Continuing Partners shall not be responsible for the same.

6. The Retiring Partner hereby agrees and undertakes to sign, execute and do all such
things in respect of further documents, deeds, acts and things as the Continuing
Partners shall reasonably require for completely and effectively carrying out this
Deed of Retirement.

7. The Partnership Business shall be continued to be carried on in the firm name and
style of M/S. SHELLSPACE ADVERTISING and may further be carried on in such
other name or names as the parties of Second Part hereto may mutually agree upon
from time to time.

8. The Partnership shall be deemed to have come into force on and from the
10/02/2014.

9. Duration of the Partnership Business shall be “AT WILL”.

10.The Partnership Business shall be continued to be that of and further any other
business as the party / parties hereto may mutually agree upon from time to time.

11.The Partnership Business shall be continued to be carried on and may further be

carried on at any other place or places as the party/parties hereto may mutually
agree upon from time to time.

12.Capital of the Partnership Business shall be consist of such sum or sums as may be
contributed by the party / parties hereto from time to time and additional fund
required for running the partnership business may be borrowed from banks,
financial institutions and /or any other such sources with or without security as the
parties hereto may mutually agree upon from time to time.

13.Interest at such rate as partners may decide from time to time or such lower/higher
rate as may be prescribed under sec. 40(b) (IV) of the Income Tax Act shall be
payable by the partnership firm on the amount outstanding to credit of the capital
and / or current and /or loan accounts of the partners. The partner shall be at
liberty to increase or reduce the above said rate of interest from time to time. The
partners may agree by mutual consent to waive or reduce the rate of interest
payable to them in respect of their capital and loan accounts in the case of losses or
of small profits or because of difficult financial position of the business of the firm.

14. (a) It is agreed by and between the parties hereto that the following partners
(hereinafter referred to as “working partners”) who are devoting their time and
attention in the conduct of the affairs of the Firm as the circumstances and business
needs may require, shall be entitled to remuneration in the following ratio

Sr No. Name of Partners Ratio

1 Mr. Jatin Dilip Waghela 20%
2 Mr. Pratik Prakash Patil 20%
3 Mr. Dinesh Sitaram Jadhav 20%
4 Mr. Ashray Sudhir Dhamankar 20%
5 Mr. Sanket Sanjay Khuntale 20%
Total 100%
 (The total remuneration payable to the “working partners” shall be worked out as
under

In case of loss or book : Rs. 1,50,000/- or

profit not exceeding : 90% of the
Rs. 3,00,000/- for the year : book profit. Whichever is more

On the amount of book : 60% of the

profit exceeding : book profit
Rs. 3,00,000/- :

Explanation : For the purpose of this clause, the expression “Book Profit” shall mean
the “Book Profits as defined in S. 40(b) of the Income Tax Act, 1961
or any statutory modification or re-enactment thereof, for the time
being in force.)

(b) The remuneration payable to the working partners as above shall be credited to
their respective accounts on ascertainment of book profits. The partners shall be
entitled to increase reduce or waive the above remuneration and may agree to pay
remuneration to other partner or partners. The parties hereto may also agree to
revise the mode of calculating the above remuneration and decide to pay salary
and grant other benefits.

(c) The net profit and/or losses of the partnership (including capital profit and/or
losses) shall be divided by and between the partners in the following proportion:

Sr No. Name of Partners Profit Loss

1 Mr. Jatin Dilip Waghela 20% 20%
2 Mr. Pratik Prakash Patil 20% 20%
3 Mr. Dinesh Sitaram Jadhav 20% 20%
4 Mr. Ashray Sudhir Dhamankar 20% 20%
5 Mr. Sanket Sanjay Khuntale 20% 20%
Total 100% 100%

(d) The partners shall be entitled to withdraw any amount from the partnership firm
against the amount standing in his / her capital and /or current or loan account or
his / her share or profit for the relevant accounting period in such manner as may
be decided by the partners by mutual consent.

15.The accounts to the partnership firm shall be taken annually on 31 st March every
year, The profits and /or losses for the year shall be allocated among the partners in
their profit / loss sharing ratio.

16.The bank account of the partnership firm with its bankers shall be operated as
mutually agreed by any one partner. All sums received by the firm whether in cash
or through cheques or other negotiable instruments or otherwise shall be deposited
in such banking account except as may be required for the exigencies and current
expenses of the business of the partnership.

17.Each partner shall :

(a) Punctually pay their separate debts and indemnity the others and the assets of
the firm against the same and all expenses on account thereof.
 (b) Forthwith pay all moneys, cheques and negotiable instruments receiving on
accounts of the firm into partnership.

(c) Be just and faithful to the other and give to the other full information and
truthful explanation of all matters relating to the partnership.

(d) Observe all laws & regulation governing the conduct of the business of the
partnership.

18.Any partner desirous of retiring from the partnership shall be entitled to retire from
the partnership by giving THREE MONTHS NOTICE in writing to the other partners
and on the expiration of the said notice period the interest of such partner in
partnership shall cease accordingly. But no partner shall be deemed to have retired
from the partnership unless the accounts of the partnership have gone into fully and
settled finally.

19.On the death or retirement of any partner an account shall be taken and made up of
his /her share of capital, effect of the partnership of all the unpaid interest, profit
belonging to him/her up to the time of his/her death or retirement and his/her
share of goodwill and the amount due or owing to be paid to the deceased or
retiring partner shall be paid by the remaining partner the share of deceased or
retiring partner in the property or effects of the partnership shall vest in the
remaining partners.

20.That if at any time during the continuance of the partnership the parties hereto shall
deem it necessary of any addition, deletion, alteration hereto to the same shall be
done by the execution of the agreement & supplementary to this deed & such
alteration, amendments & additions shall be adhered to & shall have the same effect
as if the same had been originally embodied in these presents & shall form part of
these presents.

21.The partnership firm may borrow time to time from person, firms, companies or
banks, such monies as may be required for the purposes of the business as deposits
or loans at an agreed rate of interest.

22.All necessary, proper, full correct and regular accounts of the sales, purchases
receipt, engagements, transactions deal and things relating to the business of the
firm shall be made up and maintained at the premises of the firm under the direct
supervision of the partners. The said books of accounts, vouchers receipts,
securities, papers, letters and writings concerning or belonging to the partnership
shall be kept in safe custody at the relevant or appropriate places /s in accordance
with the requirements of the business of the partnership and each party shall have
free access at all times without interruption of hindrance by any other to inspect,
scrutinise or copy the same. That the firm shall prepare the statement of profit and
loss accounts and a balance sheet on 31st March every year.

23. At the end of the accounting year as aforesaid on accounts will be taken of all the
assets and liabilities and of the profits and losses of the partnership for the year and
the same be entered in the books of accounts which shall be signed by all the
partners and when so signed each partner shall be bound thereby unless some
manifest error has been discovered within three calendar months of signing in
which case such error shall forthwith be rectified.
 IN WITNESS WHEREOF the parties hereto have signed this on the day and the year
third hereinabove written.

 SIGNED AND DELIVERED BY

The with named party of the FIRST PART

Retiring Partner

For and on Behalf of RISEMETRIC TECHNOLOGY LLP

- BILAL ABIDI }

- SUMIT RAJENDRA SHAHA }

In the presence of }

 SIGNED AND DELIVERED BY

The with named party of the SECOND PART

Continuing Partners

- Jatin Dilip Waghela }

- Pratik Prakash Patil }

- Dinesh Sitaram Jadhav }

- Ashray Sudhir Dhamankar }

- Sanket Sanjay Khuntale }

in the presence of }