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CONFIRMATION AGREEMENT
THIS CONFIRMATION AGREEMENT is executed on this ______day of
May, 2008 at Gurgaon between M/s Orchid Infra Developers Pvt. Ltd., a
company registered under the Companies Act having its office at 2nd floor,
Global Arcade, Mehrauli-Gurgaon Road, Gurgaon through its duly
authorised person Shri Ajay Goel hereinafter referred to as FIRST PARTY
( which expression shall unless repugnant to the context of this agreement
mean and include its legal representatives, successors-in-interest, nominees,
assigns etc. on one hand
AND
(1) M/s Gala Associates and (2) M/s Gala Associates Builders & Developers
both being Firms, registered under the Partnership Act, 1932, both having
their registered office at 6, Navin Manju, S.L. Road, Mulund (West),
Mumbai 400080 through their partners Jignesh K. Gala and Yogesh K. Gala

hereinafter referred to as SECOND PARTY ( which expression shall unless

it be repugnant to the context or meaning thereof be deemed to mean and
include the partners from time to time constituting the said firms, their
successors, the heirs, executors and administrators of the last surviving
partner and its assigns on the other hand.
WHEREAS Shri Ajay Goel has been duly authorised by Board of Directors
of the FIRST PARTY vide resolution dated ________to execute and register
the present Confirmation Agreement.
WHEREAS the partners constituting the two partnership firms collectively
referred to as SECOND PARTY have also executed the present
Conformation Agreement on behalf of the SECOND PARTY.
WHEREAS the parties referred to above had earlier entered into an
agreement dated 16.4. 2005 which is reproduced hereinafter: ARTICLES OF AGREEMENT made at Mumbai this 16th day of
April in the Christian Year Two Thousand Five Between (1) M/S
GALA ASSOCIATES and (2) M/S GALA ASSOCIATES BUILDERS
& DEVELOPERS both being Firms, registered under the Partnership

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Act, 1932, both having their registered office at 6, Navin Manju, S.L.
Road, Mulund (West), Mumbai 400 080, hereinafter referred to as
THE FIRST DEVELOPERS ( which expression shall unless it be
repugnant to the context or meaning thereof be deemed to mean and
include the partners from time to time constituting the said firms, their
successors, the heirs, executors and administrators of the last
surviving partner and its assigns on the ONE PART; AND (3)
ORCHID INFRA DEVELOPERS PVT. LTD., a Company registered
under the Companies Act, 1956, having its registered office at 28,
Community Centre, Saket, New Delhi-110017, and its administrative
office at Sheetal Estate, M.S. Ali Road ( Grant Road ), Mumbai
400007 hereinafter referred to as THE SECOND DEVELOPERS
( which expression shall unless it be repugnant to the context or
meaning thereof be deemed to mean and include its successors in title
and assigns of the OTHER PART;
WHEREAS
(a) (i) By a General Body Resolution of the Gazdhar Shivshahi Cooperative Housing Society ( Proposed), ( hereinafter referred to as
the said Society), M/S GALA ASSOCIATES have been
appointed as the Developers of property lying, being and situate at
village Juhu and Village Bandra, Taluka Andheri, District Bombay
Suburban, bearing C.T.S. NO. 962 and creek land and containing
by admeasurement approximately 56,778.87 sq. mtrs. or
thereabouts and further unsurveyed areas and such additional areas
as may be certified by the Competent Authorities and in
occupation of various hutments dwellers ( who comprise the
proposed society and are part of this Slum Rehabilitation Schme)
and which property has been notified as a slum under the
Maharashtra Slum Areas Act, 1971;
ii) Pursuant thereto the said Society by an Agreement dated 14th
January, 1999 has appointed M/S GALA ASSOCIATES as the
Developer in respect of the said Slum land situate on C.T.S. NO.
962 AND Creek land and containing by admeasurement
approximately 56,778.87 sq. mts. or thereabouts and further
unsurveyed areas and such additional areas as may be certified by
the Competent Authorities and in occupation of various hutments
dwellers ( who comprise the proposed society and are part of this

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Slum Rehabilitation Scheme) and which property has been
notified as a Slum Under the Maharashtra Slum Areas Act, 1971;
(b) (i) By a General Body Resolution of the Jan Jagriti Co-operative
Housing Society ( Proposed), now known as Maasaheb Jan Jagriti
Co-operative Housing Society ( Proposed), (hereinafter referred to
as the said Society) M/S GALA ASSOCIATES BUILDERS &
DEVELOPERS have been appointed as the Developers of
Property lying, being and situate at Village Juhu and Village
Bandra, Taluka Andheri, District Bombay Suburban, bearing
C.T.S. NO. 1053 AND Creek land and containing by
admeasurement 61,504.54 sq. mtrs and further unsurveyed lands
and such additional areas as may be certified by the Competent
Authority and in occupation of various hutments dwellers ( who
comprise the proposed Society and are part of this Slum
Rehabilitation Scheme ) and which property has been notified as a
Slum under the Maharashtra Slum Areas Act, 1971;
ii) Pursuant to the said Society by an Agreement dated 26th November,
1995 as appointed M/S GALA ASSOCIATES BUILDERS &
DEVELOPERS as the Developer in respect of the said Slum land
situate on C.T.S. NO. 1053 and Creek land and containing by
admeasurement approximately 61,504.54 sq. mtrs. or thereabouts
and further unsurveyed areas and such additional areas as may be
certified by the Competent Authority and in occupation of various
hutments dwellers (who comprise the proposed Society and are part
of this Slum Rehabilitation Scheme ) and which property has been
notified as a Slum under the Maharashtra Slum Areas Act, 1971;
(c) The said M/S GALA ASSOCIATES and the said M/S GALA
ASSOCIATES BUILDERS & DEVELOPERS being associated
concerns with the consent of the two Societies had proposed a
joint development of the two Slum Rehabilitation Schemes i.e. of
the Gazdhar Shivshahi Co-operative Housing Society ( Proposed)
and Maasaheb Jan Jagriti Co-operative Housing Society
( Proposed) ( formerly Jan Jagriti Co-operative Housing Society
( Proposed) and with a view to obtain Annexure II in the name
of M/S GALA ASSOCIATES and are hereinafter for the sake of
convenience jointly referred to as the First Developers and the

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Slum land agreed to be developed by them are jointly described in
the Schedule hereunder written;
(d) The First Developers have since negotiated and agreed with the
Second Developers to jointly develop the said slum scheme in
respect of property described in the Schedule hereunder written on
the terms and conditions hereinafter appearing.
NOW THIS JOINT VENTURE AGREEMENT WITNESSETH AND
IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:
1.

The First Developers agree, confirm, record and declare that:(i)

by an Agreement dated 14th July, 1999 M/S GALA
ASSOCIATES have been appointed as Developers of the Slum
situated in C.T.S. NO. 952 AND Creek Land and unsurveyed
area of village Juhu and Village Bandra, Taluka Andheri,
District Bombay Suburban by the Gazdhar Shivshahi Cooperative Housing Society Ltd. (proposed).
(ii)

by an Agreement dated 26th November, 1995 M/S GALA

ASSOCIATES BUILDERS & DEVELOPERS have been
appointed as Developers of the Slum situated at C.T.S. No. 1053
and adjoining creek lands and unsurveyed area of Village Juhu and
Village Bandra, Taluka Andheri District Bombay Suburban by the
Maasaheb Jan Jagriti Co-operative Housing Society ( Proposed),
( formerly Jan Jagriti Co-operative Housing Society (Proposed) ];

(iii)

the said Agreements are valid and subsisting and the First
Developers have not in any manner whatsoever transferred or
assigned the benefit of the said Agreements to any person or
persons whatsoever and that in view thereof are entitled to exploit
the entire development potential in respect of the said Slums
situate in the property described in the Schedule hereunder written;
and
they the Second Developers have inspected the documents and
verified the right title interest of the First Developers on the basis
thereof and relying on the veracity of the representations and
declarations of the First Developers herein contained the Second
Developers have agreed to accept the entitlement of the First
Developers to develop the said property and have agreed to act as

(iv)

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Principal Developer and to joint implement and develop the Slum
Rehabilitation Scheme in respect of the said property.
2. The First Developers hereby agree that the First Developer shall jointly
develop the said Slum Rehabilitation Scheme in respect of the said
property described in the Schedule hereunder written alongwith the
Second Developers to the end and intent that the benefit of the
Agreements dated 14th January, 1999 and 26th November, 1995 shall stand
transferred and accrue on as is where is basis to the Joint Venture
hereby constituted and the said property described in the Schedule
hereunder written shall vest in the Joint Venture and shall form an asset
of the Joint Venture. The Second Developers will be the Principal
Developers of the Slum Rehabilitation Scheme in respect of the said
property described in the Schedule hereunder written and shall stand
solely entrusted with the obligation of the implementation of the entire
Slum Rehabilitation Scheme.
3. The Joint Venture shall commence on and from the day of the execution
of these present
4. The Joint Venture hereby constituted shall continue till completion of the
Project unless and otherwise mutually decided by the parties hereto.
5. The Joint Venture is restricted to the Scheme described in the Schedule
hereunder written.
6. The banking account of the Joint Venture shall be operated by
signature of only the Second Developers. However in view thereof all
liabilities and responsibilities arising on account of the sole operation
of the Banking Account by the Second Developers shall be borne and
discharged by the Second Developers only.
7. The Second Developers will supervise the entire working of the Joint
Venture business and the First Developers will fully cooperative with
the Second Developers and from time to time as and when required by
the Second Developers attend to all such matters if and when
entrusted to them for the implementation of the Slum Rehabilitation
Scheme. All decisions pertaining to the working of the Joint Venture
not limited to the development, the design and elevation of the
proposed building, the appointment of staff and professionals, the
purchase of building materials and of sale and transfer of premises in

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the entire project shall be solely that of the Second Developers.
Simultaneously the Second Developers shall alone be responsible in
respect of the said management and administration decisions.
8. In consideration of the First Developers bringing into the Joint
Venture, the benefit of the Agreements dated 14 th January, 1999 and
26th November, 1995 the First Developers shall be entitled to
reimbursement of expenses incurred by them till date and on entire
development of the said Slum Schemes. The Second Developers
agree to reimburse to the First Developers the expenses incurred by
the First Developers till the date hereof and further agree that the
First Developers shall be entitled to 4,000 sq. ft. carpet residential area
in the sale component from the 1st phase of sale component. It is
agreed that all areas of the Sale Component portions as may be
available in respect of said entire Slum Rehabilitation Scheme to be
implemented in the said property after making provision of the areas
for rehabilitation of slum dwellers, project affected persons, areas for
provision to Statutory Authorities [ if so required ] and the area to be
provided to the First Developers shall belong exclusively and
absolutely to the Second Developers. In view of the Second
Developers becoming entitled to the entire balance potential available
under the Slum Rehabilitation Scheme in respect of the said property,
after providing the rehabilitation areas as well as fixed areas of 4000
sq. ft. carpet residential area to the First Developers, the Second
Developers shall alone be liable to bear the entire cost of the
construction of the Rehabilitation and Sale buildings as also costs and
expenses for the purpose of obtaining Annexures, Letter of Intent,
intimation of approval, Commencement Certificate, Payment of
Deposits and Fees payable to the S.R.A., M.C.G.M., M.H.A.D.A.,
State Government, Central Government or any other concerned
authority as also the costs as may be required to be borne for the
purpose of providing Transit Accommodation or compensation for
Transit Accommodation to the existing Slum Dwellers.
9. The parties hereto agree, confirm and record that notwithstanding the
First Developers hereto being appointed as Developers by the said
Society in respect of the said property bearing City Survey Nos. 962,
1053 and Creek Land of Village Juhu and Village Bandra, Taluka
Andheri ( hereinafter referred to as the said Property) and more
particularly described in the Schedule hereunder written, in view of

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the Joint Venture hereby constituted the Second Developers shall
solely be entitled to exploit the F.S.I. potential in respect of the said
property as may be permitted by the Slum Rehabilitation Scheme or
such other concerned authority. It is expressly agreed between the
parties hereto that the Second Developers will at its own cost and
risk the entitled to exploit the development potential of the said
property under all provisions of the Development Control Regulations
and policies of the Statement Government / Central Government and
shall also be entitled to amalgamate and/or club the said property
and/or the Slum Rehabilitation Scheme and the entire benefit as may
accrue on account of such amalgamation / clubbing shall be to the
exclusive benefit of the Second Developers and the First Developers
shall not be entitled to make any claim in respect thereof or seek any
consideration on account thereof. It is also agreed that if upon survey
of the property described in the Schedule hereunder written it is
ascertained that the same comprises any additional area, the same
shall accrue to the benefit of the Second Developers and the First
Developers will not be entitled to any additional area over and above
the area agreed to be provided i.e. the area of 4000 sq. ft. carpet. The
parties agree that after taking into account, the F.S.I. to be consumed
for rehabilitation of the slum and hutment dwellers in the said
property and provisions of the area to Statutory Authorities, the said
Second Developers will solely be entitled to the balance F.S.I. as may
be available, which F.S.I. shall constitute the saleable component.
The First Developers on compliance of his obligations will be entitled
only to a fixed residential area of 4000 sq. ft. carpet which area will be
provided by the Second Developers in the sale buildings as may be
decided by the Second Developers. The Transferable Development
Rights ( T.D.R.), if any, available under the Slum Rehabilitation
Scheme or under such provisions of the D.C. Regulations pertaining
to the said property on account of inability to consume F.S.I. on site
shall belong absolutely to the Second Developers and the First
Developers shall have no interest and claim in respect of the same. In
the event of the T.D.R. F.S.I. being issued in the name of the First
Developers in regard to the scheduled property, the same shall be
transferred to the Second Developers without any additional
consideration and the Second Developers shall have the sole right to
use the T.D.R./F.S.I. The Second Developers shall be entitled to sell,
transfer consume the entire T.D.R. F.S.I. in such manner as the Second
Developers deems fit and property and all revenue generated from

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such sale, transfer, consumption of T.D.R. F.S.I. shall be appropriated
by the Second Developers alone.
10.The First Developers agree, confirm and record that it is the First
Developers duty and obligation to comply with the following:i)
Obtain an Agreement from the Gazdhar Shivshahi
Cooperative Housing Society Ltd. ( Proposed) and the
Maasaheb Jan Jagriti Cooperative Housing Society
(Proposed) together with a General Body Resolution of both
Societies, recording the appointment of the Second
Developers as a Principal Developer as may be permitted by
the Statutory Authority in respect of the said Slum
Rehabilitation Scheme pertaining to the said property along
with a Power of Attorney from the said society in favour of
the Second Developers Directors or Nominees;
ii)

Obtain the individual consents as well as individual alternate

accommodation agreement from all the Slum Dwellers in
the said property in the name of the Second Developers.

iii)

Obtain Annexure II from the Additional Collector or S.R.A.

or Competent Authority certifying the list of eligible Slum
Dwellers;

iv)

The First Developers will ensure that all the Slum Dwellers
vacate the premises in their use and occupation within 15
days of the S.R.A. issuing its permissions for Transit
Accommodation or 15 days from the date of issue of I.O.A.
of the Rehabilitation Component so as to enable the Second
Developers to commence development.
The Second
Developers will however bear the entire cost of construction
of the Transit Accommodation and the First Developers will
ensure that the hutment dwellers shift to the transit
accommodation in phases as may be directed and required
by the Second Developers.

v)

The shifting of Slum Dwellers of the said Societies to the

rehabilitation tenement within 15 days of completion of
construction of the rehab building and the vacating and
handing over of the temporary Transit Accommodation by

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the Slum Dwellers as and where provided by the Second
Developers.
11.

The First Developers have represented to the Second Developers that

pursuant to the General Body Resolution by the said Societies
appointing the First Developers as Developers, the First Developers
have applied for Annexure-II and have also put in a proposal before
the S.R.A. to consider a Slum Rehabilitation Scheme under D.C.R. 33
(10). In terms thereof, the S.R.A. has commenced the work of
Certification of Occupants and scrutinizing the proposal of the First
Developers. The First Developers confirm that they will make a
further application to the S.R.A. informing of the Joint Venture hereby
constituted and the grant of Development Rights to the Second
Developers as Principal Developers and will ensure that the Letter of
Intent is issued by the S.R.A. in the name of the Joint Venture and/or
Second Developers and obtain from S.R.A. acceptance of the Joint
Venture hereby constituted. In the event of the Letter of Intent being
issued only in the name of the First Developers then it is expressly
agreed and understood that the befit thereof shall accrue to and shall
vest in the Joint Venture hereby constituted.

12(a) The parties agree that hereafter the entire implementation of the Slum
Rehabilitation Scheme shall be carried out solely by the Second
Developers at their risk and cost and expense save as may be
otherwise provided herein. In view of the Second Developers having
taken upon themselves the onus of implementation of the SRA
Scheme, the Second Developers will keep the First Developers
indemnified from any harm, loss, injury, claim, action, proceeding, the
First Developers may suffer on account of any breach or any act of
omission or commission on the part of the Second Developers in
implementing the SRA Scheme.
(b) The Second Developers for the purpose of implementing the Slum
Rehabilitation Scheme and for development of the said property are
authorized to sign and execute all such deeds, documents, writings as
may be required by the S.R.A., M.C.G.M., M.H.A.D.A., State
Government, Central Government or any other concerned authorities
and concerned authorities on behalf of the Joint Venture, including for
the purpose of representing the First Developers and/or the Joint
Venture in proceedings that may be pending and/or initiated before

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any court or courts of law pertaining to the said property described in
the schedule hereunder written and the Slum Redevelopment Scheme
as may be sanctioned in respect of the same by the concerned
authority.
( c)

The First Developers agree and confirm not to in any manner

interfere with the development activity being carried out by the
Second Developers in the said Slum Rehabilitation Scheme in
respect of the said property and agree to fully cooperative with
the Second Developers to ensure the smooth completion of the
Slum Rehabilitation Scheme.

13.The First Developers further agree and confirm that the Second
Developers will be in sole charge of the Joint Venture development in
respect of the said Slum Rehabilitation Scheme of the said property
and shall alone be entitled to sell, lease, mortgage, transfer or
otherwise dispose off in any manner whatsoever premises in the said
buildings to be constructed in the said property, save and except the
4000 sq. ft. area to be provided to the First Developers. The Second
Developers shall be entitled to appropriate the sale proceeds in respect
of the saleable component absolutely for themselves. The First
Developers shall not sell and dispose off any premises out of the
residential area of 4000 sq. ft. to be reserved and/or provided for their
benefit in the said buildings to be constructed in the said property until
the entire project is completed and without the prior written
permission of the Second Developers. The First Developers shall
execute as and when called upon as stipulated under 10(1) herein an
irrevocable Power of Attorney appointing the Second Developers
Directors or nominees as their constituted attorneys as also shall
obtain from the said Societies Power of Attorney in favour of the
Second Developers, their Directors or nominees authorizing the
Second Developers to obtain relevant permission in respect of the said
Slum Rehabilitation Scheme/ The First Developers further agree and
covenant with the Second Developers that the benefit of the
Agreements dated 14th January, 1999 and 26th November, 1995
having been transferred to the Joint Venture hereby constituted, the
First Developers will not be entitled to in any manner create any third
party right, title and interest or any nature whatsoever in respect of the
said property described in the Schedule underunder written, the said
Slum Rehabilitation Scheme in pursuance thereof and/or under the

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said Agreements. It is further agreed that in the event of the First
Developers desiring to sell their 4000 sq. ft. carpet residential area or
any part thereof, the same shall be first offered in writing to the
Second Developers who will have the first right to purchase the same.
14.The Party of the First Party shall not during the substance of this Joint
Venture without the consent in writing of the party of the Second Part.
(a) Lend any of the money or deliver upon credit any of the goods
of the Joint Venture to any person, company or firm.
(b) Employ any of the moneys or goods or effect of the Joint
Venture of pledge the credit thereof.
(c) Borrow any money in the name of the Joint Venture.
(d) Give any other security or promise for payment of any money
on account of Joint Venture.
(e) Create or purpose to create any encumbrance on the assets of
the Joint Venture by way of mortgage charges, lease, sale,
agreement for sale, agreement to lease, lien, gift, trust,
possession or otherwise howsoever including execution of any
agreement for sale selling agency or other document or
document in favour of any third party.
(f) Enter into any bond or become bail surety or security with or
for any person or do or knowingly case or suffer to be done
anything whereby the Joint Venture the Slum Rehabilitation
Scheme and/pr the property or any part thereof may be seized
attached or taken in execution.
(g) Assign, mortgage or charge his share in the Joint Venture or
any part of such share or any other person or persons.
15.It is agreed, confirmed and recorded that the Second Developers shall
be responsible for the implementation of the Slum Rehabilitation
Scheme including the compliance of all terms and conditions as may
be imposed by the concerned authorities at its own cost and risk and
shall bear the entire cost in respect thereof including as under:-

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(i) All expenses, charges, deposit in the form of Scrutinyu Fees,

I.,O.D., Debris, Deposits, Survey expenses, etc. and such
other charges as may be likely to be incurred in the
implementation of Scheme or levied by the S.R.A. and other
concerned authorities.
ii) The professional fees and charges of all structural engineers,
architects and other professionals who may be employed in
the course of Joint Venture business.
iii) Construction cost in respect of Transit Accommodation to
be provided during the course of construction to the Slum
Dwellers.
iv) Construction cost in respect of Slum Rehabilitation
Buildings as well as Sale Component Buildings.
v) Infrastructural cost as may be required to be incurred in the
matter so as to ensure proper implementation of the Slum
Rehabilitation Scheme and in such manner as may be
required by the concerned authorities.
16.The First and Second Developers have entered into this agreement on
principal to principal basis nothing contained herein shall constitute as
Partnership between the parties hereto, and neither shall be construed
to be an agent of the other, and the terms and conditions are
irrevocable and both the developers covenant with each other to abide
with the same. The parties hereto shall only be entitled to specific
performance of this agreement and neither shall be entitled to
terminate the same.
17.

The First Developers agrees, confirms and records that the First
Developers is entitled to enter into a Joint Venture Agreement in the
manner herein contained with the Second Developers and the said
Societies are fully aware of this presents and that the development of
the Slum Rehabilitation Scheme is to be carried out and is to be
implemented by the Joint Venture in accordance with the terms and
conditions herein contained. The First Developers further agrees,
confirms and record that it shall keep the Second Developers

14
indemnified from any claims actions or proceedings that may be
initiated by any person or persons including any Statutory Authority in
respect of any default on the part of the First Developers or
implementing or carrying out any Slum Rehabilitation Scheme or any
other development activity in respect of any other property, it being
agreed that no outstanding obligation if any of the First Developers of
any other property will under any circumstances be foisted on the said
property.
18.It is further agreed and confirmed that the Second Developers will be
entitled to appoint further Co-Developers or enter into Joint Venture
with any other agency / company and/or Associates for participating
with them in the Slum Rehabilitation Scheme as also shall be entitled
to transfer their entire interest together with the benefit of the
Agreements made with the Societies and the rights accruing unto to
the Second Developers to such person or persons as the Second
Developers deem fit and proper and in such event the First Developers
shall cooperate in the matter and shall not object to the same in any
manner whatsoever. In this respect such Co-Developer or assign
shall however be bound by the terms and conditions herein contained
and the Second Developers will further ensure that the areas to be
provided to the First Developers is fully secured.
19.All disputes and differences or claims which may be arising between
the parties hereto in connection with the Joint Development in respect
of the said property described in the Schedule hereunder written shall
be referred to Arbitration in accordance with the provisions of
Arbitration and Conciliation Act, 1996 ( which includes amendment
and re-enactment thereof) and rules made thereunder.
IN WITNESS WHEREOF the parties hereto have hereunto set and
subscribed their respective hands and seals the day and the year first
hereinabove written.
THE SCHEULE HEREINABOVE REFERRED TO:
ALL THAT piece or parcel of land together with structures /
huts thereupon lying, being and situated at village Juhu and
Village Bandra, Taluka Andheri, District Bombay Suburban
Mumbai and containing by admeasurement an approx.
aggregate area of 118283.41 sq. mtrs. or thereabouts and such

15
other unsurveyed areas as may be certified by the Slum
Rehabilitation Authority or the concerned competent authority
on completion of Survey and bearing City Survey No. 962,
1053 and Creek Land of Village Juhu and Village Bandra,
Taluka Andheri, Registration District and Sub-District of
Mumbai Suburban, Mumbai.
WHEREAS another Deed of Confirmation was executed between the parties
on 26.4. 2008 which is reproduced hereinafter: THAT THIS DEED OF CONFIRMATION made at Mumbai
this 26th day of April in the Christian Year Two Thousand Eight
BETWEEN (1) M/S GALA ASSOCIATES and (2) M/S GALA
ASSOCIATES BUILDERS & DEVELOPERS both being
Firms, registered under the Partnership Act, 1932, both having
their registered office at 6, Navin Manju, S.L. Road, Mulund
(West), Mumbai 400080 hereinafter referred to as THE FIRST
DEVELOPERS (which expression shall unless it be repugnant
to the context or meaning thereof be deemed to mean and
include the partners from time to time constituting the said
firms, their successors, the heirs, executors and administrators
of the last surviving partner and its assigns) of the ONE PART;
AND (3) M/s Orchid Infra Developers Pvt. Ltd., a company
registered under the Companies Act having its registered office
at 28, Community Centre, Saket, New Delhi 110 017, and its
administrative office at Sheetal Estate, M.S. Ali Road, ( Grant
Road ) Mumbai 400 007 hereinafter referred to as THE
SECOND DEVELOPERS ( which expression shall unless it
be repugnant to the context or meaning thereof be deemed to
mean and include its successors in title and assigns) of the
OTHER PART;
WHEREAS
(a) (i) By a General Body Resolution of the Gazdhar Shivshahi
Co-operative Housing Society ( Proposed), ( hereinafter
referred to as the said Society), M/S GALA
ASSOCIATES have been appointed as the Developers of
property lying, being and situate at village Juhu and Village
Bandra, Taluka Andheri, District Bombay Suburban, bearing

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C.T.S. NO. 962 and creek land and containing by
admeasurement approximately 56,778.87 sq. mtrs. or
thereabouts and further unsurveyed areas and such
additional areas as may be certified by the Competent
Authorities and in occupation of various hutments dwellers (
who comprise the proposed society and are part of this
Slum Rehabilitation Schme) and which property has been
notified as a slum under the Maharashtra Slum Areas Act,
1971;
ii)

Pursuant thereto the said Society by an Agreement dated 14th

January, 1999 has appointed M/S GALA ASSOCIATES as
the Developer in respect of the said Slum land situate on
C.T.S. NO. 962 AND Creek land;

(b) (i)

By a General Body Resolution of the Maasaheb Janjagriti Cooperative Housing Society ( Proposed) ( hereinafter referred
to as the said Society) M/S GALA ASSOCIATES
BUILDERS AND DEVELOPERS have been appointed as the
Developers of the property lying, being and situate at Village
Juhu and Bandra, Taluka Andheri, District Bombay Suburban,
bearing C.T.S. No. 1053 and creek land and containing by
admeasurement approx. 61,504.54 sq. mtrs. or thereabouts and
further unsurveyed lands and such additional areas as may be
certified by the competent authority and in occupation of
various hutments dwellers ( who comprise the proposed Society
and are part of this Slum Rehabilitation Scheme ) and which
property has been notified as a Slum under the Maharashtra
Slum Areas Act, 1971;

(ii)

Pursuant thereto the Said Society by an agreement dated 26 th

November, 1995 has appointed M/S GALA ASSOCIATES
BUILDERS & DEVELOPERS as the Developer in respect of
the said Slum land situate on C.T.S. NO. 1053 AND Creek
Land;

(c )

The said M/S GALA ASSOCIATES and the said M/S GALA
ASSOCIATES BUILDERS & DEVELOPERS being associated
concerns with the consent of the two Societies had proposed a
joint development of the two Slum Rehabilitation Schemes i.e.

17
of the Gazdhar Shivshahi Co-operative Housing Society
( Proposed) and Maasaheb Jan Jagriti Co-operative Housing
Society ( Proposed);
(d)

By a Joint Venture Agreement dated 16th April, 2005, made

between the First Developers and the Second Developers, they
the First and Second Developers have agreed to develop the
said Slum Rehabilitation Schemes in respect of the said
property jointly on the terms and conditions stipulated therein;

(e)

The said property described in the Schedule hereunder being a

Censused Slum, the said Joint Venture Agreement has been
stamped at Rs. 100/- (Rupees one Hundred only).

(f)

The parties have now mutually decided to confirm the said

Agreement and register the present Deed.

NOW THIS DEED WITNESSETH as follows

1. It is agreed, recorded, declared and confirmed that the said Joint
Venture Agreement dated 16th April, 2005 executed between the
parties for development of the said property more particularly
described in the Schedule hereunder written is valid, subsisting and
binding on the parties hereto. The Original of the said Joint
Venture Agreement dated 16th April, 2005 is annexed and marked
Annexure A hereto.
2. All out of pocket costs, charges and expenses including the stamp
duty and registration charges of and incidental to this deed shall be
borne and paid by the Second Developers. The First Developers
shall cooperative with the Second Developers to have the present
deed registered as required in law and to attend before the Sub
Registrars to admit the execution of this Deed.
IN WITNESS WHEREOF the parties hereto have executed these
present on the day and year first hereinabove written.
THE SCHEULE HEREINABOVE REFERRED TO:

18
ALL THAT piece or parcel of land together with structures /
huts thereupon lying, being and situated at village Juhu and
Village Bandra, Mumbai and containing by admeasurement an
aggregate area of 118283.41 sq. mtrs. and such other
unsurveyed area as may be certified by the Slum Rehabilitation
Authority or the concerned competent authority on completion
of Survey and bearing City Survey No. 962, 1053 and Creek
Land of Village Juhu and Village Bandra, Taluka Andheri,
Registration District and Sub-District of Mumbai Suburban.
WHEREAS both the parties are still willing to continue to abide by the
contracts dated 16th April, 2005 and 26th April, 2008. However, in order to
avoid any unnecessary complication in future the present contract has been
executed between the parties on the following terms and conditions:1. That both parties shall continue to abide by terms and conditions of
agreement dated 16.4. 2005 and 26.4. 2008.
2. That both parties admit and acknowledge

that the terms and

conditions as recited in the aforesaid contracts have remained

unchanged and continue to be operative between the parties.

19

IN WITNESS WHEREOF the parties hereto have executed these present

on the day and year first hereinabove written.

Witnesses
FIRST PARTY
M/s Orchid Infra Developers Pvt. Ltd.
through its duly authorised person
Shri Ajay Goel
1.
SECOND PARTY
(1) M/s Gala Associates
(2) M/s Gala Associates Builders &
Developers through their partners
Jignesh K. Gala and Yogesh K. Gala
2.