LLP AGREEMENT

(As per Section 23(4) of LLP Act, 2008)

THIS Agreement of LLP made at Mumbai this.................... day of January 2012

BETWEEN

1. Mr. ABC residing at XYZ which expression shall, unless it be repugnant to the
subject or context thereof, include their legal heirs, successors, nominees and
permitted assignees and hereinafter called the Party of the FIRST PART,

2. Ms. ABC residing at XYZ which expression shall, unless it be repugnant to the
subject or context thereof, include their legal heirs, successors, nominees and
permitted assignees and hereinafter called the Party of the SECOND PART,

3. Mr. ABC residing at XYZ which expression shall, unless it be repugnant to the
subject or context thereof, include their legal heirs, successors, nominees and
permitted assignees and hereinafter called the Party of the THIRD PART,

PARTIES OF ALL THREE PARTS SHALL BE DESIGNATED PARTNERS

(ALL THE THREE PARTS SHALL BE COLLECTIVELY REFERRED TO AS

PARTNERS)

NOW Parties of all the THREE Parts are interested in forming a Limited
Liability Partnership under the Limited Liability Partnership Act 2008 and
that they intend to write down the terms and conditions of the said formation
and
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS

INTERPRETATION

In this Agreement unless the context otherwise requires:-

“Accounting Year” means the financial year as defined in the LLP Act, 2008.

“Act” or “LLP Act” means the Limited Liability Partnership Act, 2008.

“Business” includes every trade, profession service and occupation.

“Change” means a change in the constitution of the body of Partners or

Designated Partners other than their admission afresh.

“Designated Partner” means any partner designated as such.

“LLP” means the limited liability partnership formed pursuant to this LLP
Agreement.

“LLP Agreement” means this Agreement or any supplement thereof

determining the mutual rights and duties of the partners and their rights and
duties in relation to the LLP.

“Partner” means any person who becomes a partner in the LLP in accordance
with this LLP Agreement.

“She” includes “he” or vice versa.

1. A Limited Liability Partnership shall be carried on in the name
and style of M/s. DEF and hereinafter called as DEF
2. The DEF shall have its registered office at 123 and/or at such
other place or places, as shall be agreed to by the majority of the
partners from time to time.

3. a) The Contribution of the DEF shall be Rs. 50,000/-

(Rupees Fifty thousand only) which shall be contributed by the
partners in the following proportions
 First Part 51% i.e. Rs.25,500/- (Rupees Twenty-five thousand
five hundred only)

Second Part 37% i.e. Rs.18,500/- (Rupees Eighteen

thousand five hundred only)

Third Part 12% i.e. Rs. 6,000/- (Rupees Six thousand only)

b) Further Contribution if any required by the DEF shall be

brought by the partners in their profit sharing ratio or as
may be mutually decided by all partners.

c) If at any time after the commencement of the Partnership

as LLP any further capital shall be required for the
purposes of the LLP, the same shall be additionally
contributed by the then Partners in their respective
proportion of capital contributions made, unless
otherwise agreed upon by all the then Partners.

d) The obligation of a Partner to contribute (i) money or (ii)

other property or benefit or to perform services [in the
case of (ii) its money’s worth as determined in the
agreement with the Partner therefore as equivalent to his
share of contribution of capital] to the LLP under this
Agreement, shall be a debt due from him to the LLP. The
liability of a partner or designated partner in relation to
the LLP shall be as set out in the Act and in particular
every partner shall indemnify the LLP insofar as every
partner may take part in its management. It is a condition
of this Agreement that the LLP shall indemnify each
Partner in respect of payments made and personal
liabilities incurred by him (a) in the ordinary and proper
conduct of business of the LLP, and (b) in or about
anything necessarily done for the preservation of the
business or property of the LLP

e) There shall be no limit on the number of Partners to be

admitted at any time and from time to time.
 f) This LLP Agreement along with the LLP’s Certificate of
Incorporation should be laid before a special general
meeting of the Partners to be held within 30 days of the
LLP’s registration, and it shall be the responsibility of all
Designated Partners of the LLP to comply with the same.

g) After the LLP’s registration, it may reimburse the

Promoter-Partners the costs of promotion and
registration, legal fees, cost of printing and stamp duties
and all other direct costs at accruals according to the
account rendered to the LLP by the Promoter-Partners,
with the approval of the general meeting of Partners
mentioned in (e) above.

h) The LLP shall have a Common Seal and it shall be laid

before and adopted at the general meeting mentioned in
(f) above. The Common Seal shall be affixed to any
document or contract with approval of and in the
presence of at least two of the Designated Partners of the
LLP, on each occasion.

i) All the assets owned by or belonging to the LLP

including but not limited to the Intellectual Property
Rights (IPRs) of whatever kind shall be the property of
the LLP and no partner shall be entitled to use for himself
any such property otherwise than as a client or customer.

j) No resolution or decision carried by a majority of Partners of

the LLP shall be valid to be given effect to unless it includes the
Partners being the original Parties hereto.

4. All the Partners of the DEF are entitled to share profit and losses in
the ratio of their respective contribution in the DEF
5. The business of the DEF shall be of Designers, Interior decorators,
surveyors, appraisers, planners and civil construction contractors .

6. That the immovable properties purchased by the LLP shall be clear,

marketable and free from all encumbrances.

Intellectual Property, Fixed assets & Goodwill:

7. The following intellectual property or assets shall be included as the
property of and shall belong to the LLP; all domain names, website
data and coding, all images (whether graphics or photographs),
customer data, existing and future commercial agreements with
outside third parties and all goodwill associated with the above.

Furthermore all office equipment, materials and any other property

shall also belong to the LLP.

All other relevant goodwill built-up in the LLP shall also belong to
the LLP.

A valuation of the Assets, effects and of the Goodwill including the

partnership name shall be made at three times the average net
Yearly profits of the Preceding five years or the commencement of
the LLP, whichever is less, for the purpose to determine the amount
due to such a Partner who has exited, and the payment shall be met
by the partners remaining with the LLP in proportion to their
respective capital Contribution on the date of his exit within six (6)
calendar months from the date of exit, any delay beyond, attracting
interest @12% (twelve %) per annum from the date of expiry of the
said six months till the actual date of payment. On such a Payment
being made the share of the Partner exited in the goodwill shall
stand vested in the remaining Partners of the LLP.

Admission of New Partner

8. (a) No Person shall be introduced as a new partner without the

consent of all the existing partners. Such incoming partner shall
give his prior consent to act as Partner of the DEF
(b) Persons admitted as partners shall duly comply with the
provisions of section 25(1) of LLP Act and Rule 22(1) and Form 6
of the LLP Rules & Forms, 2008 within a period of 15 days of
any change in the name and address, to intimate the LLP.

9. The Contribution of the partner may be tangible, intangible,

Moveable or immoveable property. Contribution of an incoming
partner will be mutually decided by all the existing partners.
10. The Profit/Loss sharing ratio of the incoming partner will be in
proportion to his contribution towards DEF or as may be mutually
decided by the existing Partners.

11. A person who has any business interest in conflict with the business
of the LLP shall not be admitted as its Partner, and any Partner who
acquires such conflicting interest shall cease to be and be expelled
as a Partner by a unanimous decision of the partners.

Rights of Partner

12. All the partners hereto shall have the rights, title and interest in all
the assets and properties in the said DEF in the proportion of their
Contribution.

13. Every partner has a right to have access to and to inspect and copy
any books of the DEF.

14. Each of the parties hereto shall be entitled to carry on their own,
separate and independent business as hitherto they might be doing
or they may hereafter do as they deem fit and proper and other
partners and the DEF shall have no objection thereto provided that
the said partner has intimated the said fact to the DEF before the
start of the independent business and moreover he shall not use the
name of the DEF to carry on the said business.

15. DEF shall have perpetual succession, death, retirement or

insolvency of any partner shall not dissolve the DEF
16. If the Premises, Plant and machinery and Furniture of any partner
is utilized by the LLP, the same shall carry Rent/Hiring Charges as
mutually agreed upon. If any of the employees of the existing
business of any partner is utilized for the business of the LLP, the
same shall be at stipulated rate and with all the benefits as
continuous service.

Retirement and Death of Partner

17. On retirement of a partner, the retiring partner shall be entitled to

full payment in respect of all his rights, title and interest in the
partner as herein provided. However, upon insolvency of a partner
 his or her rights, title and interest in the DEF shall come to an end.
Upon the death of any of the partners herein any one of his or her
heirs will be admitted as a partner of the DEF in place of such
deceased partner with the permission of all remaining partners as
on date. The heirs, executors and administrators of such deceased
partners shall be entitled to and shall be paid the full payment in
respect of the right, title and interest of such deceased partner.

18. On the death of any partner, if his or her heir opts not to become
the partner, the surviving partners shall have the option to
purchase the contribution of the deceased partner in the DEF

Expulsion of the Partner

19. This provision of this Agreement shall operate as an express

agreement of the partner: A partner may not be expelled by
unanimous decision of the partners save in good faith and in the
interest of the partnership business only after a show-cause notice
in writing is served on that partner or designated partner giving 7
days time for his response; and in that event the partner expelled
shall be entitled to the benefits of a retiring Partner in accordance
with provisions of this Agreement in that behalf.

20. No majority of Partners can expel any partner except in the

situation where any partner has been found guilty of carrying on
activity/business of DEF with fraudulent purpose.

Cessation of existing Partners

21. Partner may cease to be partner of the DEF by giving a notice in

writing of not less than three months to the other partners of his
intention to resign as partner.

22. No majority of Partners can expel any partner except in the

situation where any partner has been found guilty of carrying on
activity/business of DEF with fraudulent purpose.

23. The DEF can be wound up with the consent of all the partners
subject to the provisions of Limited Liability Partnership Act 2008
24. On the resignation of any partner, the remaining partners shall
have the right to continue the same business either jointly with
others or in proprietorship in the same or different name as
mutually decided.

Duties of Partners

25. Every partner shall account to the limited liability partnership for
any benefit derived by him without the consent of the limited
liability partnership from any transaction concerning the limited
liability partnership, or from any use by him of the property, name
or any business connection of the limited liability partnership.

26. Every partner shall indemnify the limited liability partnership and
the other existing partner for any loss caused to it by his fraud in
the conduct of the business of the limited liability partnership.

27. Each partner shall render true accounts and full information of all
things affecting the limited liability partnership to any partner or
his legal representatives.

28. In case any of the Partners of the DEF desires to transfer or assign
his interest or shares in the DEF he has to offer the same to the
remaining partners.

29. Each partner shall—

1. Punctually pay and discharge the separate debts and

engagement and indemnify the other partners and the DEF
assets against the same and all proceedings, costs, claims and
demands in respect thereof.

3. Each of the partners shall give time and attention as may be

required for the fulfillment of the objectives of the DEF business
and they all shall be the working partners.

30. No partner shall without the written consent of all partners of

DEF —
 1. Employ any money, goods or effects of the DEF or pledge the
credit thereof except in the ordinary course of business and
upon the account or for the benefit of the DEF
2. Lend money or give credit on behalf of the DEF or to have any
dealings with any persons, company or firm whom the other
partner previously in writing have forbidden it to trust or deal
with. Any loss incurred through any breach of provisions shall
be made good with the DEF by the partner incurring the same.

3. Enter into any bond or becomes surety or security with or for

any person or do knowingly cause or suffer to be done anything
whereby the DEF property or any part thereof may be seized.

4. Assign, mortgage or charge his or her share in the DEF or any

asset or property thereof or make any other person a partner
therein.

5. Compromise or compound or (except upon payment in full)

release or discharge any debt due to the DEF except upon the
written consent given by the other partners.

31. The Designated Partners shall be responsible for the doing of all
acts, matters and things as are required to be done by the limited
liability partnership in respect of compliance of the provisions of
this Act including filing of any document, return, statement and the
like report pursuant to the provisions of Limited Liability
Partnership Act, 2008.

32. The Designated Partners shall be responsible for the doing of all
acts arising out of this agreement.

33. The DEF may pay such remuneration, to such Designated

Partners/Partners as may be decided by all the Partners, for
rendering his or their services as such.

34. The DEF shall indemnify and defend its partners and other officers
from and against any and all liability in connection with claims,
actions and proceedings (regardless of the outcome), judgment, loss
or settlement thereof, whether civil or criminal, arising out of or
resulting from their respective performances as partners and
 officers of the DEF, except for the gross negligence or willful
misconduct of the partner or officer seeking indemnification.

35. Duties relating to Development, Sale and Marketing of the Products

of LLP and Administration of the business shall be borne by all the
partners.

Interest on Partners’ Loan

36. Interest at the rate of 12% per annum or as per the Income-tax
Rules, shall be paid on the loan given or credited as given by each
of the partners and standing to his credit as on the first day of each
calendar month.

Withdrawal of Capital

37. Every Partner may withdraw Capital standing to his credit as

mutually decided.

Business transactions of Partner with LLP

38. A Partner may lend money to and transact other business with the
LLP, and in that behalf the Partner shall have the same rights and
obligations with respect to the loans or other business transactions
as a person who is not a Partner.

Meeting

39. All the matters related to the DEF as mutually decided by all
partners shall be decided by a resolution passed unanimously by all
partners. For the purpose of all Meetings each person shall have
one vote.

40. The meeting of the Partners may be called by sending 7 days prior
notice to all the partners at their residential address or by mail at
the Email ids provided by the individual Partners in writing to the
DEF. In case any partner is a foreign resident the meeting may be
conducted by serving 15 days prior notice through email. Provided
the meeting be called at shorter notice, if majority of the partners
agrees in writing to the same either before or after the meeting.
41. The meeting of Partners shall ordinarily be held at the registered
office of the DEF or at any other place as per the convenience of
partners.

42. With the written Consent of all the partners, a meeting of the
Partners may be conducted through Teleconferencing.

43. Every limited liability partnership shall ensure that decisions taken
by it are recorded in the minutes within thirty days of taking such
decisions and are kept and maintained at the registered office of the
DEF.

Extent of Liability of ELEGANZ INTERIO LLP

44. DEF is not bound by anything done by a partner in dealing with a

person if—

1. the partner in fact has no authority to act for the DEF in doing
a particular act; and

2. the person knows that he has no authority or does not know or

believe him to be a partner of the DEF.

Miscellaneous Provisions

45. The limited liability partnership shall indemnify each partner in

respect of payments made and personal liabilities incurred by him
—
I. in the ordinary and proper conduct of the business of the
limited liability partnership; or
II. in or about anything necessarily done for the preservation of
the business or property of the limited liability partnership.

46. The accounting year of the DEF shall be from 1st April of the year
to 31st March of subsequent year. The first accounting year shall be
from the date of commencement of this DEF till 31st March of the
subsequent year.
Book of Accounts

47. All necessary books of account and other papers relating the affairs
of the LLP as prescribed under Rule 24 of LLP Rules & Forms, 2008
pursuant to section 34(1) of the LLP Act 2008 shall be ensured by
the designated partners for the time being to be kept at the
principal place of business of the LLP or at other place or places as
mutually agreed upon by all the Partners, and regularly maintained
on cash basis or accrual basis and according to double entry system
of accounting with all books duly posted with entries arising from
day to day up-to-date on any day so as to give a true and fair view
of the state of affairs of the LLP. Such books of account shall not be
removed from the designated place of business without the consent
of all the Partners. Each Partner shall have access and be entitled for
taking a copy or an extract of any books of account or related
papers of the LLP.

Annual Statements of Accounts and Solvency

48. The Designated Partners of the LLP shall, within a period of six
months from the end of each financial year, prepare the Annual
Statements of Accounts and Solvency for the financial year as at its
last day of all the capital contributions, assets and liabilities and of
the profits and losses of the LLP, and the same shall be signed by
each Partner in addition in addition to the signing thereof by the
Designated partners of the LLP as required under section 34(2) of
the Act in token of his being bound thereby. If, in the event, any
Partner refuses to sign the Annual Statements of Accounts and
Solvency giving no valid reason, a copy of he same shall be posted
to him by Registered Post Acknowledgement Due to his last known
address as supplied by him to the LLP, and same shall be deemed
to have been signed by him on the date of such posting.

Audit

49. The Statements of Accounts and Solvency of the LLP made each
year shall be audited by a qualified Chartered Accountant in
practice in accordance with the rules prescribed under section 34(3)
of the LLP Act, 2008, namely, Rule 24 of the LLP Rules & Forms,
 2008. It shall be the responsibility of the Designated Partners of the
LLP to comply with Rule 24 of the said Rules in every respect.

Division of Annual Profit of the LLP

50. As soon as the Annual Statements of Accounts and Solvency shall

have been signed by the Partners and the same duly audited and
the auditor rendering his report thereon, the net profits, if any, of
the LLP business, shall be divided between the Partners in the
proportion specified in and in accordance with the provisions of
this Agreement.

51. The Designated Partners have the following additional powers and
responsibilities:

(a) To retain any existing Auditors for the following Accounting

Period;

(b) To appoint new Auditors;

(c) To remove any existing Auditors from their office;

(d) The power to agree to the rate of remuneration for any

Auditors.

(e) At the end of each Accounting Period a profit and loss and
balance sheet shall be prepared and audited in accordance with
all relevant financial reporting standards, including the
disclosure of Partner’s interests in the LLP and further notes or
information and in a format as required by the Act.

(f) The Partners shall meet and approve the accounts, in

accordance with the Act.

(g) After approval, the accounts will become binding upon all
Partners.

(h) After approval, each Partner will receive a copy of the

accounts in accordance with the Act.
 Banking

54 (a) All funds of the Partnership business shall be deposited in its name
in such banking account or accounts as shall be determined by the
Designated Partners. All withdrawals are to be made by Cheques
signed jointly by any two Partners and all instructions for the
electronic transfer of funds from any LLP account shall be in
writing signed jointly by any two Partners.

(b)The writing and signing of cheques or instructions for electronic

transfers will only be done for the business purposes of the LLP,
any personal use is strictly prohibited and would breach any
Partner's duties and responsibilities to the LLP.

Management of the LLP

55. (a) Partners’ right to participate in the management of the LLP shall
be as provided in this Agreement and otherwise it is restricted to:

 Ratification of this LLP Partnership Agreement post-

incorporation of the LLP;
 Any alteration to this LLP Agreement;
 The admission of new Partners;
 Appointment of Designated Partner;
 Raising further capital
 Acceptance of Annual Accounts and Solvency and the Auditor’s
Report thereon;
 Assignment and transfer of partnership rights, by the Partners
in any way;
 Expulsion of any Partner;
 Any proposal of the LLP to make an application to the Central
Government that the affairs of the LLP ought to be investigated;
 Change of business;
 Any sale or merger or amalgamation of the LLP with another
entity or the incidence of any extraordinary loss or jeopardy or
‘waste’ to the property of the LLP as defined in section 66 of the
Transfer of Property Act, 1882, warranting the appointment of a
Receiver; and
 Winding up and dissolution of the LLP.
 In deciding all the matters specified above shall require a
unanimous decision of all the Partners (excluding the Partner
who is going to be expelled) and each Partner shall have one
vote each irrespective of their capital contribution to the LLP’s
capital. The decisions so taken shall be recorded in the minutes
within thirty days of the general meetings and the same kept at
the registered office of the LLP.

(b) The Designated partners appointed by the LLP shall be

responsible both for business management in its entirety and
compliance management under the LLP Act and this
Agreement. The management of the LLP shall be carried on
jointly by the Designated Partners being the original Parties
hereto as agreed upon mutually between them by themselves or
otherwise so however that they shall be the first Designated
partners to be named in the Incorporation Document submitted
for the LLP’s registration and to be answerable for the doing of
all acts, matters and things as are required to be done by the LLP
in respect of compliance of the provisions of the LLP Act, 2008
in terms of sections 7,8 and 9 of the said Act. The Partners may
appoint more Designated Partners by a 75% majority vote of the
Partners present at a meeting of Partners duly called and held at
any time and from time to time out of the Partners whose
contribution to the capital of the LLP at the material time of
appointment is not less than 16% of the total capital contribution
as of that date, provided all the Partners being Parties to this
Agreement as originally made approve the names proposed.
The Designated Partners may by their unanimous decision
delegate their powers to any one or more Designated Partners or
any top-ranking officers of the LLP as they may consider fit or
necessary in the management of the affairs of the LLP at any
time or from time to time and similarly withdraw the same.

(c) Every Partner appointed as a Designated Partner by a majority

of the Partners as stated in (2) above shall be entitled to take part
in the management of the LLP.

(d) Any matter or issue relating to the LLP shall be decided by a

majority in number of the Designated Partners which shall in
 every case include the Partners being the original Parties hereto
so long as they continue as the designated Partners of the LLP.

(e) Banking arrangements for the LLP shall be as unanimously

decided by the Designated Partners at any time and from time
to time, ensuring that all moneys received subject to
requirements of current expenses, by way of Cheques, drafts or
other pay orders shall be promptly paid into the LLP’s banking
account.

(f) Each Partner shall render true accounts and full information of
all things affecting the LLP to the Designated Partner(s) and on
request to any Partner or his legal representative.

(g) All decisions of the Partners shall be taken at meetings called by

a notice in writing or by circular resolutions in cases of urgency.
Meetings in which all Partners are entitled to participate to
deliberate and decide on the matters specified in Para 52(1)
above shall be called general meetings, and the meetings of the
Designated Partners shall be called Executive Meetings. The
provisions as are applicable to calling, holding and
conducting/adjourning etc., of general meetings and Board
meetings and keeping of minutes of such meetings of pure
private companies limited by shares under the companies Act,
1956, shall apply respectively to the said two kinds of meetings,
excluding the special resolutions, requisitioned resolutions
special notices, special business and explanatory statements,
requisitioned meetings and default meetings and the related
jurisdiction as well as powers of the Court/Tribunal/Central
government conferred under the said Act. Every such meeting
shall be called by any Designated Partner on the basis of a
decision of the Executive Meeting or by circular resolution
passed by majority of Designated Partners in any exigency.

(h) A resolution circulated in writing and signed by a majority of

the Partners and/or Designated Partners, as the case may be,
depending upon whether it is a business to be transacted at a
General Meeting or Executive Meeting, including the Partners
who are the original Parties to this Agreement in every case,
shall be deemed to be duly passed, the date of passing such
 circular resolution being the date of the signature of the person
signing last.

Winding Up

56. The DEF can be wound up with the consent of all the partners subject
to the provisions of Limited Liability Partnership Act 2008.

Termination & Dissolution

57. If any time owing to losses or any other cause whatsoever one-fourth
of the entire capital of the LLP shall have been lost or not represented
by available assets or there exists reasonable cause of apprehension
that a call on the Partners to contribute further capital of 25% or more
of the entire capital of the LLP is imminent in order to carry on its
business as a solvent entity, a majority in value of the Partners may
require the LLP to be dissolved and wound up as if the same has
occurred by efflux of time.

Arbitration

58. (a) All the matters not expressly provided in this agreement shall be
decided by the consent of all the Partners in writing. Failing that
all disputes and questions about and in connection with the LLP
under this Agreement arising between the Partners or between
any one of them and the legal representative of the Partners or
with the LLP at any time and from time to time, shall be settled by
conciliation or by arbitration as provided under the Arbitration
and Conciliation Act, 1996 as if the parties to the dispute have
consented in writing for determination of the same as aforesaid
and the provisions of the said Act apply accordingly.

(b) If any question arises whether the dispute relates to formation,

management or business of the LLP, the question shall be referred
to the arbitrator, whose decision thereon shall be final.

Alteration or amendment

59. No alteration to or amendment or change in this LLP Agreement

including any change of business of the LLP in terms of para 8 of the
 First Schedule to the LLP Act shall be valid unless it is reduced to
writing as a Supplement to this Agreement duly accepted by every
Partner of the LLP by himself or his legal representative(s), as on the
relevant date of alteration, amendment or change.

Entire agreement, Severability & Waiver

60. (a) The forgoing constitutes the entire agreement between the
Parties hereto on the subject-matter.

(b) If any part of this Agreement is held by any Court or authority

of competent jurisdiction as void or without effect it shall be
limited to that extent and be binding on all parties hereto at
the relevant time as a severable part thereof with nothing to
affect the rest of this Agreement.

(c) A failure or a waiver of exercise of any right or power or

benefits under this agreement by a Partner or Designated
Partner or on their behalf shall not operate as a waiver of the
same for ever during the term of this agreement nor any
delayed exercise of any right or power or benefit by a Partner
or Designated Partner or on their behalf under this Agreement
deemed as a waiver.

IN WITNESS WHEREOF the parties have put their respective hands the day
and year first hereinabove written

SIGNED & DELIVERED BY )

)
MR. ABC )
)
In the presence of ……………………….. )

SIGNED & DELIVERED BY )

)
MS. ABC )
)
In the presence of ……………………. )
SIGNED & DELIVERED BY )
)
MR. ABC )
)
In the presence of …………………… )