JOINT VENTURE AGREEMENT

ARTICLES OF AGREEMENT made at Pune this ___________ day of March in the Christian year ____________________________________ BETWEEN ____________________________________ a partnership firm duly registered under the provisions of the INDIAN PARTNERSHIP ACT 1932 having its registered office at ______________________________________________________________________________________________________________________________________________________________________________________ by the hands of all its Partners ,______________________________________________ ______________________________________________________________________________________

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________hereinafter reffered to as “ the Party of the First Part “ ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the partners for time being of the said firm , the survivors or survivor of them and the heirs, executors and administrators of such last survivor ) of the first part and _________________________________, a partnership firm duly registered under the provisions of the Indian Partnership Act , 1932 having its registered office at ____ _________________________________________________________________________ by the hand of all its partners _________________________________________________________________________ _____________________________________________________________________,hereinafter reffered to as “ the Party of the Second Part “ ( which expression shall unless it be repugnanat to the context or meaning thereof be deemed to mean and include the partners for the time being said of the said firm , the survivors or survivor of them and the heirs, executors and administrators of such last survivor ) of the Second part AND ________________________________________________________ ________________________________________ , a company incorporated under the provision of the Companies Act , 1956 having its registered office at _________________________________ ____________________________________________________________ , by the hand of one of its Directors ____________________________________hereinafter referred to as “ Party of the Third Part “ ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the Said company , its successor –in –interest and assigns ) of the Third Part ;

WHEREAS the party of First Part is the holder of rights of development of lands admeasuring _______sq.mtrs in the aggregate out of survey no ___________________and__________,situate, lying and being at village ____________________ within the Registration Sub District of _____________ Dist .Pune and within the limits of Gram Panchayat ____________ and falling in the “Residential “ zone under the Regional Plan for the Pune Metropolian Region currently in force; details of all said lands the rights of development whereof are held by the Party of the First Part as so also the details of the Agreements / Powers of Attorney whereby the party of the First Part as also the details of the Agreements/ Power of Attorney whereby the Party of the First Part acquired the rights of development thereof are set out in Annexure “A”hereto annexed ;

AND WHEREAS the party of the First Part herein is the holder of rights of development of land admeasuring ________sq.mtrs in the aggregate out of survey no .____ and _____ situate , lying and being at village _________ with the Registration Sub District of Taluka ________, district ________and within the limits of Gram Panchayat _________ and falling in the “Residential “ Zone under the regional Plan for the Pune Metropolitian region currently inforce; details of all the said lands the rights of developments whereof are held by the party of the First part as also the details of the Agreements/Power of attorney where by the Party of the First Part acquired the rights of development thereof are set out in Annexure “B”here to annexed ;

ANDWHEREAS the Party of the second Part herein is the holder of rights of development of land admeasuring _________sq.mtrs in the aggregate out of survey no ____ and _____ situate, lying and being at village _____________ within the Registration Sub district OF taluka ____ district ______ and within the limits of the Gram Panchayat _____________ and falling in the “Residential” Zone under the Regional plan for the Pune Metropolian region currently in force ; details of all the said lands the right of development whereof are held by the Party of the Second Part as also the details of the Agreements/Power Of Attorney where by the Party of the Second part acquired the rights of development thereof are set out in Annexure “C” hereto annexed ;

AND WHEREAS the said land described in ANNEXURE “A” and “C” admeasuring in the aggregate ______sq.mtrs are more particularly described in the Schedule hereunder written and hereinafter reffered to, where the context so permits, as the said lands ;

AND WHEREAS the Parties of the First and Second Parts are desirous of developing the said lands by construction of multi –storied Buildings Containing Flats /units/ Commercial Premises thereof and by Sale of Such Flats/Units/Commercial Premises to be prospective purchaser thereof ;

AND WHEREAS, due to other pre-occupations, the Parties of the First and Second parts were desirous of implementing the project of carrying out the development , of and construction on the said lands and sale of the Flats/Units/Commercial Premises constructed thereon with any other person or party having the necessary financial capacity and expertise in the development and construction of immovable properties and sale of units therein ;

AND WHEREAS the persuants to discussions by and between the parties hereto it has been agreed by and between them that they shall implement the said project on the said lands;

AND WHEREAS the parties hereto are entering into these presents with a view to reduce in writing and record the terms and conditions of such agreement arrived at by and between themselves.

NOW THESE PRESENTS WITNESSETH AND IT HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS :-

The Parties hereto agree to work on a principal –to –principal basis and divide the work in respect of development of the said lands more particularly described in the Schedule hereunder written by construction Of Building containing Flats/Units/Commercial Premises or other structures thereon and by sales /alienation of such Flats/Units/Commercial Premises /Structures to prospective purchasers thereof on “Ownership”basis under the provisions of the Maharashtra Ownership Flats Act,1963 or otherwise howsoever to exploit the commercial potentiality of the said lands.

The Said Housing projects to be constructed on the said Lands shall have the Prefix __________

It is hereby clarified and declared that the parties hereto are dealing with each other on a “Principal to Principal “ basis and that they are not Agents of each other in any matter pertaining to the development of the Said lands and implementation of the Said project thereon .

The Roles /Responsibilities/obligations of the Parties hereto pertaining to development of the Said lands and the project to be implemented thereon shall be as under :

(A) ROLE /RESPONSIBILITY OF THE Time period in PARTIES OF THE FIRST PART which such obilgationAND SECOND PARTS is to be performed

To perfect he title of the respective Owner of the Said lands and their own beneficial title there to and to ensure that the same is free from all encumbrances; charges, mortgages, claims or doubts and the parties of First and second Parts shall get in all outstanding estates, If any , in respect thereof at their own cost – within a period of 30 (thirty)days from the date of execution hereof .

To have the said land demarcated and admeasured by the City Survey Office , Pune / or Taluka Inspector Of land records, _______, Pune and to procure “Demarcation Certificates“ In respect thereof – within 30 ( Thirty ) days from the date thereof .

To have the status of the said lands determined by the Deputy Collector and Competent Authority,Pune urban Agglomeration , Pune under the provisions of the urban Land ( Ceiling & regulation ) Act , 1976 and to ensure that no part there of is held to be “surplus” in the hands of the respective owner thereof within a period of 60 ( sixty ) days from the date of execution there of .

To procure the maximum F.A.R by way of Purchase of “Transfer Of development rights “ for carrying outr the construction on the said lands – at the relevant time as may be mutually agreed by the parties hereto .

To enable the Party of Third Part to procure sanction of TheBuilding Layouts and Building plans in respect of the construction to be carried out on the said lands, the Parties of the First and second part shall procure lawful access over a _________ meter wide portion out of the land bearing survey no .___________ , __________ which land lies between the ____________mtr wide _________________ to ___________ road upto the said Lands and such lawful access to any of the lands which form the subject matter of these presents means of access to the same .

(i) To discharge all their outstanding obligations towards the owners of the Said land.

(ii) To discharge all responsibilities and liabilities as “Promoters” under the Provisions Of Maharashtra Ownership Flats Act ,1963 Vis-à-vis the Purchasers/allottees Of Flats/ Units/Commercial Premises in the project so far as the same pertains to the responsibility and liability of the Promoter to ensure that a free, clear and marketable title to the lands are conveyed to the ultimate body formed of the purchasers/allottees of the Flats/units/Commercial premises constructed on the said lands.

All the above obligations shall be performed by the Parties of First and second part at their own cost and within the time limits stipulated for performances of the same hereinabove.

(B) ROLE /RESPONSIBILITY OF THE PARTY OF THE THIRD PART

(i) To take all decisions pertaining to the entire project to be implemented on the said lands including decisions pertaining to appointment if architects, RCC consultant and other Consultants for the said project.

(ii) To devise and implement marketing and professional strategies and policies for marketing of the project.

(iii) To provide all funds required for carrying out development of and construction on the said lands and for meetings all other incidental costs of the Project, except such costs which are to be borne and paid by the Parties of First and Second Parts herein .

(iv) To prepare plan/s of the building/s to be constructed on the said land for submitting the same to Office of collector, Pune- within One month from the date of execution here of .

(v) To bear and pay the Development Charges, security Fees and other charges and deposits payable to the offices of a collector of pune for procuring sanction to the building Layout/s Building plans in respect Of said lands.

(vi) To carry out the actual work of developments /construction and to ensure that the same is completed within a period of 36 ( thirty six ) Months from the date sanction of the Office of the collector of Pune for the Building Plans in respect Of the Construction To be carried ut on the said Lands, provided further that the Party of the Third Part shall be entitled to a reasonable extension in the Said Project If any such delay shall have been occasioned by force majeure causes or on account of any defect in the title of the holders of the said lands or any outstanding encumbrances being found to exist .

(vii) To discharge all responsibilities and liabilities as “Promoters” under The provisions of the Maharashtra Ownership Flat Act ,1963 vis-a-vis the Purchasers/allottees of Flats/units/commercial premises in the project save and except the said responsibility and liability undertaken by the party of the one Part pertaining to title of said Lands as stated above .

All above obligations shall be performed by the party of the third part from out of its own Funds/share of the “Gross sales Proceeds” of the said project within the times stipulated above .

(C) JOINT RESPONSIBILITIES OF ALL THE PARTIES HERE TO :-

(a) To procure permission for conversion of the user of the said land to “residential “ from the office Of the Collector , district Pune under the provision of section 44 of the Land Revenue code 1966 provided how ever that the parties of the First and Second Parts shall bear and pay the “N.A” conversion charges and bear all expenses in respect thereof .

(b) To procure sanction of the office of the collector of Pune for the Building layouts and Building plans in respect of the Construction to be carried out on the said land .

5) The “Gross Sale Proceeds “ of the project to be implemented on the said lands shall be apportioned between the Party of the First part , the Party of the Second Part and the Party of the third Part in proportion ____:_____:_______ respectively , and the sharing ratio of the parties will remain same for construction carried on the Annexure –B land as well as any additional construction carried out on the said lands by way of utilizing “transfer of Development Rights” . The term “ Gross sales Proceeds “ Shall mean and include the actual amounts received by the parties of hereto from the grant of exclusive right of user of parking spaces, open spaces or terraces in the said projects in favour of the prospective Purchasers or alienees of such units as their contribution towards Services Tax or other Indirect taxes to be recovered by the Government , Common Area Maintenance deposits and charges, Legal charges and other amounts save and except on account of its liability to refund the amounts advanced by the Party of the Third Part to it as stated in the next succeeding clause, the Parties of the First and Second Parts shall entitled to receive without nay deductions their respective shares of the Gross Sales and Proceeds of the Said Projects. It is further Clarified That the Parties of the First and Second Parts Shall not be liable to bear any part of the loss ,if any suffered in respect of said Project .

6) It Is agreed by and between the parties hereto that the party of the Third Part shall deposit sum of RS _________________________________________________________________________ /- and ____________________________________________________________________ /- in the aggregate with the Parties of the First and Second Parts . The Said Sum of Rs_____________/- shall be deposited by the Party of the Third Part with the Party of the First part in manner following, that is to say :

a) RS_________________________________________________ /- deposited by the Party of th Third part with the Party of the first part on execution of these presents vide cheque no ____________ dated ____________ drawn __________________________________________ the payment and receipt whereof The Party of the First Part hereby admits and acknowledge.

b) Rs.____________________________________________ /- to be deposited by the Party of the Third part with the party of the First part on or before _______________________.

c) Rs.____________________________________________ /- to be deposited by the Party of the Third part with the party of the First part on or before _______________________.

The Said Sum of Rs.____________________________________________________/- shall be deposited by the party of the Third Part with the Party of the Second Part in manner following , that is to say :-

(a) Rs.____________________________________________/- deposited by the Party of the Third Part before execution of these presents vide Cheque No.____________dated _______________drawn On ___________________________________________________ the payment and receipt where of the Party of the Second Part hereby admits and acknowledges.

(b) Rs__________________________________________________________________ /- deposited by the Party of the Third part with The party of the second part on execution Of these presents vide cheque no.______________ date ______________drawn on the ____________________ payment of and receipt whereof The Party of the Second part hereby admits and acknowledges.

(c) Rs_____________________________________________/- to be deposited by the Party of the Third Part with theparty of the Second Part on or before ____________________.

(d) RS________________________________________/- to be deposited by the Party of the Third Part with the Party of the Second Part on or before ___________________

7) it has further been agreed by andbetween the parties here to that out of the First sum of Rs.__________________________ of the Gross sales proceeds of the projects, Rs _______________________________ shall be receivable by the Party fo the First part and Rs___________________________________________ shall be receievable by the Parties of the First and second Parts.However, such amounts shall be receivable by the parties of the First and second parts on and after sanction of the Office of the Collector of the Pune to the building plans in respect of the construction to be carried out on the said lands. After the parties of the First part and Second parts have received the said aggregate sum of Rs_________________________________/- , the next Rs._____________________________/- of the Gross sales proceeds of the Said Projects shall be receivable by the party of the Third Part alone .After The party of the Third part has received an aggregate a sum of RS __________________________/- out of the Gross sales proceeds Of the projects , the Gross Sales Proceeds of the Projects, the Gross Sales proceeds Shall be apportioned and receivable by the Party of the First part , The Party of the Second Part and the party of the Third part in

the proportion of ____:_____:_____ respectively till such time as the party of the third part has recovered the said Aggregate deposit of __________________________paid by it to the parties of the first and second Parts. After The Party of the Third Part has recovered the said deposit without interest, the Gross Sales proceeds Shall thereafter be apportioned between the Party of the First part , the party of the Second Part and the Party of The Third part herein in usual proportion i.e. ______:_______:________ respectively .

8) Subject to what is stated in Paragraph & above , It is agreed by and between the Parties hereto that a Bank account in the name of ______________________________will be opened in any Nationalised, Scheduled or Multi-National bank and such Account ( hereinafter referred to as “the Collection Account “) shall be operated by the Parties of the First or Second Parts AND the Party of the Third part herein Jointly. All Amounts received from the prospective Purchasers of Flats/Units/Commercial premises In the Project by way of “gross sales proceeds “ of the project to be implemented on the Said lands shall be deposited in the Said “Collection Account “ Appropriate Instructions From time to time shall be given to the said Bank in which Such “Collection Accounts “ has been opened to transfer the funds to the respective accounts of each of the Parties. Another Account in the Joint names of the parties hereto will be opened in the said bank. All amounts received from the prospective Purchasers of Flats /Units/Commercial premises in the said project toward club membership charges, MSEB Deposits and Charges, Common Area Maintenance deposits and charges and other amounts mentioned clause 5 hereinabove shall be deposited in such other account. Such account opened by the parties hereto for receipt of such Club Membership Charges etc.shall be operated by the party of the Third part alone. it is hereby clarified that merely because the Gross sale proceeds of the project are received by the Parties hereto have formed an Association Of persons or partnership. Such Arrangement has been agreed upon merely for the sake of convenience.

9) All Agreements for sale of Flats/units/Commercial Premises in the said Project shall be executed by the Parties of the First or Second Parts And the Party of the Third part herein Jointly .

10) The Party of the third part shall ensure that all such development /Construction work is carried out in accordance with the sanctioned plans and specifications and in accordance with the applicable Building Regulations and the party of the Third Part shall indemnify and Keep indemnified the Parties of the First and second part parts as a result of any breach committed by the party of the Third part of the Sanctioned plans and specification and the applicable Building regulations.

11 ) The party of the Third part shall be entitled with the prior written consent of the Parties of the first and second parts to have the Said lands mortgagaed in favour of any Bank /Financial Institution as security for due repayment of any loan /financial assistance availed of by the party of the Third part shall implementation of the said Project on the said lands . The Party of the Third Part shall ensure that nay

such loan amount shall be utilized exclusively for the implementation of the Said Project and for no other Purpose . However, it is clarified that all costs pertaining to procurement of such loan/financial assistance, including the interest to be paid to such bank /financial Institution shall be borne and paid by the Party of the third part alone and it shall be the responsibility of the Party of theThird part alone and it shall be the responsibility of the Party of th Third Part to repay such Loan /financial assistance together with interest accrued thereon from out of its share of the “ Gross Sales Proceeds “ of the Said Project and /or out of its own funds.

12) It is hereby clarified and declared that each of the parties hereto shall be entitled to carry on their respective businesses /occupations apart from the Project to be constructed on the Said Lands.However, all the parties Shall Devote the necessary time and effort in relation to the construction of the Said Project On the Said lands.

13) The Parties of the first part and Second part hereto agrees and undertake that they shall not enter into or arrives at any separate agreement , arrangement , transaction or understanding with any third party or parties whereby such third party or parties acquire any right, title and interest in the said lands or any part or portion thereof and/or in the construction to be carried out thereon .

14) From the date of execution hereof, the party of the third part shall be entitled to commence the work of development on the said lands .

15) Each of the parties hereto shall be liable to bear and pay the taxes on the profits accruing to each of them from the Project. Each of the Parties herein shall indemnify and keep indemnified , saved, defended and harmless the other parties hereto from or against any liability arising from non-payment of any tax on the profits accruing to such party from the Project being implemented on the Said Lands.

16) It is hereby specifically understood and agreed between the parties hereto that the Party of the Third Part shall indemnify the Parties of the First and Second parts for any monetary and legal consequences arising out of any relationship contractual or otherwise entered into between the Party of the Third Part and any outside Third party /agency .

17) It is hereby clarified and declared that the words “Flats / Units” used herein above shall include Bungalows /twin Bungalows /Row-Houses and other structures including commercial premises constructed on the said lands as part of the said Projects to be implemented thereon .

18 ) within a period of fifteen days from the date hereof, the Parties of the First and Second Parts shall deposit with SHRI __________________ and __________________ advocates for the parties of the First & second part AND the Party of the Third Part herein respectively all original document of Title / other relevant documents in respect of the Said Lands. The Said Advocates shall jointly retain such original Documents with it at all times during the subsistence of the Said project unless required to be deposited with any Bank / financial Institution for availing of loan / financial assistance for the Projects

19 ) The Party of the Third part Shall through out hereafter and always keep harmless and keep indemnified the Parties of the First and Second parts and their respective estates and effects from and against all actions , suits, costs, charges, expenses, damages, fines, penalties etc. resulting from any act or omission or any default or delay of compliance or breach on the part of the Party of the Third Part in developing the Said Lands in terms of rules , regulations , terms and conditions, or breach of contracts with nay government agencies, office of the Collector of Pune , local bodies of third parties.

20) As Stated above , the rights of development of the Lands admeasuring in the aggregate _____________ sq.mtrs and described in the Annexure “B” hereto annexed are held any the party of the First Part herein. It is agreed between the Parties hereto that at the appropriate time and as mutually agreed between the parties hereto, the Party of the First part shall make available the said lands described in Annexure “B” hereto annexed for development and the same shall form part of the said project to be implemented by the parties hereto.The respective rights and obligations of the Party of the First part herein on the one hand and the parties of the Second and Third Parts herein pertaining to the said lands admeasuring _________ sq.mtrs in the aggregate shall be as set out in Agreement Supplemental to these Presents, on Same terms and conditions as these presents .

21) The contractual relationship between the parties hereto under the terms hereof shall come an end on completion of the entire development work on the said lands after all the Flats / Units / Commercial premises to be constructed there on have been completed and sold and all the amounts receivable from the prospective purchasers thereof have been received and after final account being settled and the transfer of the said lands and the buildings constructed thereon in favour of the ultimate body ( Being either a Co-operative Housing Society / Societies Or condominium /Condominium Of Apartment owners Formed of all the purchasers/allottees of Flats /units/commercial Premises in the Project ) being property effectuated and all other statutory liabilities of a “Promoter “ under the provisions Of the Maharashtra ownership Flat Act ,1963 or otherwise being Duly discharged.

22) The Said lands are not contiguous to each other.In the circumstances, the same may have to be developed as separate Projects and separate Building layout Plans will have to be submitted for sanction to the office of the collector of the Pune .

23) It is hereby expressely declared that it is not the intention of the Parties hereto enter into a Partnership or an Association of persons with each opther and nothing herein contained shall be constructed as bringing into effect or constituting the relations of Partners by and between the parties hereto.

24) All disputes or differences which may arise by and between the parties hereto arising out of the terms hereof or the interpretation of the terms and conditions of these presents or the performances by either of the parties hereto of its/ his obligation vis-à-vis the other party hereto ,shall be referred to Arbitration under the Provisions of the Arbitration and Conciliation Act .1996 to _____________________________ and ______________________________, advocates and the decision of the said arbitrators/s shall be final and binding on the parties hereto .

25) The parties hereto have stamped these presents with stamp Duty of RS_____________________/-

Under Articles 5 (g-a) of Schedule I to the Bombay Stamp Act,1958 with reference to the so called Market value of the said lands according to the ready reckoner Of property Values maintained by the office of the collector of Stamps, Pune.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.

THE SECHEDULE ABOVE REFFERED TO

The Following lands all situate , lying and being at village __________________ within the registration sub district of Taluka _________ district Pune and within the limits of the Gram Panchayat of Village ________________ and falling in the “Residential “ Zone under the regional plan or Pune Metropolian region currently in force and each of the said lands is bounded as shown below

Schedule –A lands

Schedule – B lands

Schedule –C lands

Signed and delivered by the

Withinnamed Party of the First part

By the hands of all of its partners

In the presence Of

1.

2.

SIGNED & DELIVERED by the

Withinnamed Party of the Second Part

By the hand of all of its Partners

In the Presence of :-

1.

2.

Signed AND Delivered by the

Withinnamed Party of the Third part

By the hands of one of its Directors ,

In the presence of

1.

2.

ANNEXURE – A

ANNEXURE – B

Annexure –C