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 Ahereto 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 Bhere 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 Ownershipbasis 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
Time period in
PARTIES OF THE FIRST PART
such
AND
SECOND
is to be performed

OF

THE
which
obilgation
PARTS

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--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--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