M and R are good friends since childhood. After completion of graduation in engineering, both have completed their MBA from renowned business institution. M advised that they may start their own business of instant coffe

According to section 23 of the LLP Act, 2008 the mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and its partners shall be determined, subject to the terms of any limited liability partnership agreement or in the absence of any such agreement on any matter, by the provisions in First Schedule. Rights of Partner in LLP subject to LLP agreement are enumerated as follows: All the partners hereto shall have the rights, title and interest in all the assets and properties in the firm in the proportion of their Contribution. Every partner has a right to have access to and to inspect the books of accounts of the LLP. 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 LLP shall have no objection thereto provided that the said partner has intimated the said fact to the LLP before the start of the independent business. Provided the business is not in competition to the existing business being carried on by the LLP. 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. Upon the death of any of the partners herein any one of his or her heirs will be admitted as a partner of the LLP in place of such deceased partner. On the death of any partner, if his or her heir legal heirs opt not to become the partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in the firm. All the partners of a limited liability partnership are entitled to share equally in the capital, profits and losses of the limited liability partnership. Every partner may take part in the management of the limited liability partnership. No person may be introduced as a partner without the consent of all the existing partners. Any matter or issue relating to the limited liability partnership shall be decided by a resolution passed by a majority in number of the partners, and for this purpose, each partner shall have one vote. However, no change may be made in the nature of business of the limited liability partnership without the consent of all the partners. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives. No majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.