AFTER CLAUSE NO.

13 OF THE MOU, FOLLOWING CLAUSES NEEDS

TO BE INCORPORATED, AS FOLLOWS

A) LOANS AGAINST THE UNIT

 The Parties agree that notwithstanding any loan or financial

assistance availed or to be availed by the Purchaser in
connection with the payments to be made pursuant to this MOU
(Loan) and any mortgage created or to be created over the Flat
bearing No.E1-1204 (Old Flat No.M-120), in connection with
such Loan (which requires the prior written consent of the
Vendor, the Purchaser shall remain solely and wholly
responsible for the timely payment of the Total Consideration or
the part thereof and / or any other the amounts payable
hereunder.

 The Purchaser further agrees and undertakes that the Vendor

shall not in any way be liable or responsible for the repayment
of the Loan taken by the Purchaser. All costs in connection with
the procurement of the Loan and creation of a mortgage over
the said Flat bearing No.E1-1204 (Old Flat No.M-120), and
payment of charges to banks or financial institutions in this
connection shall be solely and exclusively borne and incurred by
the Purchaser.

 The Purchaser indemnifies and hereby agrees to keep

indemnified the Vendor and its successors and assigns from and
against all claims, costs, charges, expenses, damages and losses
which the Vendor and its successors and assigns may suffer or
incur by reason of any action that any bank / financial
institution may initiate on account of the Loan or for the
recovery of the Loan or any part thereof or on account of any
breach by the Purchaser of the terms and conditions governing
the Loan.

OTHER IMPORTANT CLAUSES NEEDS TO BE

INCORPORATED
 The Purchaser confirms that the Purchaser has entered into this
MOU out of his own free will and without any coercion, and
after reviewing and understanding a draft of this MOU. The
Purchaser has obtained suitable advice prior to entering into
this MOU and with full knowledge of the obligations and rights
under this MOU and the Applicable Law governing the same.

 Time is essence for the Vendor as well as the Purchaser under this
MOU. The Vendor upon getting entire consideration amount from
the Purchaser, will hand over the said premises to the Purchaser.
Similarly, the Purchaser shall make timely payments of all the
installments and other dues payable by hem and meeting the other
obligations under the MOU.

 Attempt to Defame: The Purchaser agrees not to do or omit to

do or cause to be done by any party known to him any act, deed
or thing or behave inappropriately or correspond or
communicate in a manner that would in any manner affect or
prejudice or defame the Vendor and/or his said Flat bearing
No.E1-1204 (Old Flat No.M-120), or its successors . In the event
the Purchaser does or omits to do any such act, deed or thing
then in that case, the Vendor shall, without prejudice to any
other rights or remedies available in law, have the option to the
terminate this MOU by sending the Notice of Termination.

 It is further agreed that upon termination of this Agreement, the

consequences set out herein, shall follow: (a) the Purchaser
shall cease to have any right or interest in the said Premises or
any part thereof and in that eventuality, except any amounts to
be recovered from the Purchaser by the Vendor under this
MOU, all other representations, warranties, promises,
covenants, agreements or guaranties of any kind or character
whatsoever, whether express or implied, oral or written, past,
present or future made under this MOU shall come to an end for
forever. (b) the Vendor shall, subject to deductions provided
herein, refund to the Purchaser within a period of thirty days of the
 termination, the installments of the sale consideration of the MOU
which may till then have been paid by the Purchaser to the Vendor
(c) The Vendor shall be entitled to deduct a sum equal to 10% of the
total consideration amount as liquidated damages and an amount of
Goods Service Tax (GST) or any other taxes till then paid by the
Vendor and further amount of Goods Service Tax (GST)or any
other taxes which till then become due and payable, though not
paid, alongwith accrued interest, fine, penalty etc, if any, thereon,
from the amount so to be refunded to the Purchaser. (d) The Vendor
shall also be entitled to deduct an amount of brokerage charges, if
any, paid by the Vendor and also an amount accumulated towards
interest payable by the Purchaser on any default payment as per the
terms of this MOU, from the amount to be refunded to the
Purchaser. No interest shall be paid by Vendor to the Purchaser on
such refundable amount. (e) Upon termination of this MOU pending
refund of the amount as aforesaid the Vendor shall be at liberty to
dispose of and sell the said Premises to any third party at such price
and on such terms and conditions as the Vendor may desire and
think fit in Vendor’s sole discretion without being requiring to
obtain any consent from the Purchaser and/or the Purchaser shall
not be entitled to question such sale or to claim any amount
from the Vendor.

 INDEMNITY (a) The Purchaser hereby agrees to indemnify

and hold the Vendor harmless against any and all damages
which directly arise out of, or result from or may be payable by
virtue of :- (i) falsity, incompleteness, default, breach or
inaccuracy of any of the Purchaser Warranties; or (ii) any
default or breach by the Purchaser of any of the covenants and
obligations of the Purchaser under this MOU.

 CONFIDENTIALITY (a) Without the prior written consent of

the Vendor, the Purchaser shall not (i) disclose the Confidential
information’s, including the contents of this MOU and any
documents executed in pursuance thereof, (ii) the Purchaser
further agrees and undertakes that such confidential
 information’s are strictly confidential in nature and proprietary
of the Vendor and that the Purchaser shall not have any right to
be disclosed, reproduced, copied, disclosed to any third party
and/or he shall not make any public announcement regarding
this MOU. (iii) The confidentiality obligations under this
Clause shall survive even after handing over of the said Flat and
is legally binding on the Purchaser and shall always be in full
force and effect.

 The Purchaser further undertakes and accept full liability for

and shall indemnify and keep the Vendor fully indemnified
against all and any losses whatsoever and howsoever arising
from any disclosure of the contents of the said MOU and/or
unauthorized use of the Confidential Information of the Vendor
to any third party.

 The Purchase further agree, undertake, assure and confirm to

the Vendor that a breach of any of the above terms and
conditions of this Agreement shall ipso facto regarded as and
tantamount to breach of express terms, rules and Regulations,
and applicable laws and shall entitle Vendor to initiate legal
proceedings for recovery of any kind of damages, losses and / or
misuse of any disclosure or unauthorized use of the Confidential
Information of the Vendor.
 MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING is made and entered into

at Thane on this …. Day of May, 2010 BETWEEN (1) Mr. VASUDEV GOPAL
MORE, aged 82 years, Occupation: Retired, (2) Mr. GIRISH VASUDEV MORE
aged: 52 years, Occupation: Business, holding PAN No……………….. and (3)
Mr. DINESH VASUDEV MORE , aged: 50 years, Occupation: Business,
holding PAN No……………. , all are residing at Deepak Co-Op. Hsg. Soc.
Ltd. , Flat Nos. 31 – 32 , Dr. Moose Road, Thane (West) 400 602, hereinafter
referred as the Party of the First Part (Which expression shall unless it be
repugnant to the meaning and context thereof mean and include their heirs,
executors, administrators, successors, assignees etc.) of the FIRST PART A
N D…………………………………. age……. Occupation: ……………….……. ,
residing at ……………………………………. holding PAN No……………………
hereinafter referred to as the party of Second Part. (Which expression shall
unless it is repugnant to the meaning and context thereof mean and include
his heirs, executors, administrators, successors, assignees etc) of the
SECOND PART.

WHEREAS

(a) The Party of the First Part having seized and possessed or otherwise
well and sufficiently entitled to all that parts and parcels of the land bearing
S. No. 98 Hissa No. 1(a), admeasuring 51 Ares and 1 Pradhi lying, being and
situate at Village: Shil, Shil - Maphe Road, Taluka and District: Thane within
the limits of Thane Municipal Corporation and Registration District and Sub-
District Thane more particularly described in the Schedule herein below as
absolute owner thereof.

(b) The Party of the First Part acquired title to the said property by a
Registered Sale Deed dated 22nd August, 1988 executed by their predecessor
in title Mr. Shankar Balu Madhvi in favour of the owners above named and
the said Deed of Conveyance was registered with the Sub-Registrar of
Assurance, Thane at serial No. 5986 dated 22/08/1988.

(c ) That Mr. Shankar Balu Madhvi before executing and registering the
Conveyance Deed had obtained permission from the Collector, Thane u/s.
43(i) of Bombay Tenancy and Agricultural Land Act vide his order No.
TD/VI/TNC/SR/484 dated 17/08/1988 to sell the said property to owners
herein.
(d) Pursuance to the execution and registration of Deed of Conveyance,
the said property has been put into the possession of the Party of the First
Part and since 22/08/1988 the Party of the First Part hold possess and enjoy
the said land as absolute owners thereof without any claim, demand, charge
or any encumbrances whatsoever from any person or persons.

(e) After the purchase of the said land, the Party of the First Part have put
up a structure admeasuring 10 ft x 10 ft. on the said land and got electricity
connection from then MSEB and are paying electricity charges regularly.
The said structure was used for accommodating the watchman employed by
the owners to look after and guard the said property.

(f) One Mr. Suresh L. Agarwal had approached the Party of the first Part
and offered to purchase the said property and paid a token amount of
Rs.5,00,000/- to the Party of the First Part with the promise and assurance
to complete the transaction within a period of 2 months of the payment of
token amount.

(g) The said Suresh L. Agarwal inserted A Public Notice in the News
Papers “Thane Vaibhav and Sanmitra” dated 30/01/2010 inviting any
objections from any claimants. Pursuance to the said Public Notice, one Mr.
Madhukar Narayan Bhoir had claimed that the said property has been gifted
to him by the original owners in 1988 and the said Gift Deed alleged to have
been registered in the year 2001.

(h) The period of two months to make the payment of entire consideration,
was being made the essence of executing agreement for the sale of the said
property, Mr. Suresh L. Agarwal was expected to make the payment of the
entire consideration on or before 25/02/2010, but Mr. Suresh L. Agarwal
failed and neglected to make the payment within the stipulated time.

(i) Since Mr. Suresh L. Agarwal failed and neglected to make the payment
within the time stipulated, the Party of the First Part had addressed a letter
whereby they offered the refund of the token amount received from Mr. Suresh
L. Agarwal. This was followed by exchange of notices between the Party of the
First Part through their Advocate and Shri Suresh L. Agarwal through his
Advocate and the time being the essence of the payment of the entire
consideration Mr. Suresh L. Agarwal forfeited any right or claim for execution
of any Agreement.

(j) The party of the Second Part herein has now approached the Party of the
first Part and expressed his desire to acquire the said property on as is where
is basis on the following terms and conditions.

(k) In the facts and circumstanc3es detailed herein above and the Party of
the First Part are not prepared to enter into any Agreement unless and until
the entire consideration that may be arrived at, is paid, the parties hereto are
desirous of entering into this Memorandum of Understanding on the following
terms and conditions.

NOW THIS DEED WITNERSSETH AS UNDER:

1. The Party of the First Part do and each one them doth hereby accept
the offer of the Party of the Second Part to purchase the property bearing S.
No. 98, Hissa No. 1(A) admeasuring 51 Ares, 1 Pradhi of Village: Shil,
together with the structure thereof lying being and situate at Shil – Mahpe
Road, Taluka and District: Thane within the limits of Thane Municipal
corporation, registration District and Sub-District: Thane, more particularly
described in the Schedule herein below appearing and hereafter referred to as
the Said Property. .

2. That the Party of the Second Part do hereby admit and acknowledge
that he has been posted with the details herein above written in the recital and
having fully aware of all the facts, he agrees to acquired the said property from
Party of the First Part on as is where is basis.

3. That the party of the Second Part do hereby agree to keep a token
amount of Rs……………….. with the Party of the First Part before entering to
any negotiation and settlement of the terms and conditions and the amount of
consideration.

4. The Party of the Second Part do hereby agree and undertake that on
finalizing the terms and conditions and the consideration amount, he shall
make the entire payment of consideration within one month.

5. The parties hereto agree and accept that the time being the essence to
make the payment of the entire consideration the Party of the Second Part shall
not commit any default in making the payment as specified in clause No.4
above.

6. On receipt of the entire consideration that may be agreed upon by and

between the parties hereto, the Party of the First Part shall enter into such
deeds, instruments, conveyance, development agreement as may be desired by
the Party of the Second Part.

7. Party of the First Part shall hand over all the original documents in
their possession to the Party of the Second Part on execution of the Deed of
Conveyance.

8. The Party of the First Part shall hand over the actual, physical
possession of the property after realizing the payment of entire consideration.

9. In the event of the failure of the party of the Second Part to make the
payment of entire consideration as stated above this MOU shall stand
terminated automatically without any notice and the token amount paid to
then Party of the First Part shall be forfeited.

PARTIES HERETO AGREE TO THE TERMS AND CONDITIONS

HEREINABOVE INCORPORATED AND IN WITNESS WHEREOF THEY HAVE
SUBSCRIBED THEIR RESPECTIVE HANDS AT THANE ON THE DAY
HEREINABOVE MENTIONED

SIGNED, SEALSED AND DELIVERED BY }

THE WITHIN NAMED PARTY OF THE FIRST }
PART (1) Mr. VASUDEV GOPAL MORE, )
(2) Mr. GIRISH VASUDEV MORE , )
(3) Mr. DINESH VASUDEV MORE }
in presence of
1.
2
SIGNED, SEALED AND DELIVERED BY }
THE WITHIN NAMED PARTY OF THE )
SECOND PART Mr………………………………..}
In the presence of

1.
2.

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING is made and entered into

at Mumbai this ______ day of February, 2006 executed by and between MR.
UDAY S. JADHAV, an adult, Indian Inhabitant of Mumbai, presently residing
at having address at Shop No. 7, On Ground Floor, in “A” Wing, of the building
known as “Parasnath Darshan”, of the Indira Nagar Co-operative Housing
Society (Proposed), of the Indira Nagar Co-operative Housing Society
(Proposed), situated at Kirol - Kurla Road, Near Fiat Uno Showroom, Vidyavihar
(W), Mumbai – 400 086, hereinafter referred to as the “VENDOR” (which
expression shall unless it be repugnant to the context or meaning thereof be
deemed to mean and include his heirs, executors, administrators and assigns)
of the FIRST PART;

AND (1) MR. GULJARILAL CHUNILAL GUPTA, aged 31 years, and (2)
MRS. SANGEETA GULJARILAL GUPTA, aged 27 years both adults, Indian
Inhabitants of Mumbai, residing at Milind Nagar, Kurla Car Shed Road,
Opposite Premier, Kurla, Mumbai- 400 070, hereinafter referred to as the
“PURCHASERS” (which expression shall unless it be repugnant to the context
or meaning thereof be deemed to mean and include their respective heirs,
executors administrators and assigns) of the SECOND PART;

WHEREAS by virtue of an Agreement for Sale dated 4th day of April, 2002
executed between M/s. NADKAR & DHARAMSHI DEVELOPERS, (therein
referred to as the “Builders”) and the Vendor herein (therein referred to as the
“Purchaser”), the said M/S. NADKAR & DHARAMSHI DEVELOPERS, has
sold, assigned, transferred the said Shop No. 7, admeasuring 108 sq. ft. (Built-
up) equivalent to 10.03 sq. mtrs. (Built-up), On Ground Floor, in “A” Wing, of
the building known as “Parasnath Darshan”, of the Indira Nagar Co- Op. Hsg.
Soc. (Proposed) situated at Kirol - Kurla Road, Near Fiat Uno Showroom,
Vidyavihar (W), Mumbai – 400 086, in the Registration District and Sub -
District of Mumbai and Mumbai Suburban bearing, C. T. S. No. 617 , 618,
619, 630, 631 (pt) of Kurla VI, Village – Kirol, Taluka- Kurla and more
particularly shown in the Plan annexed hereto and marked as “Annexure A”
and delineated thereon with red colour boundary lines and more particularly
described in the Schedule hereunder written upon the terms and conditions
mentioned therein. For brevity’s sake the said Shop No. 7, admeasuring 108
sq. ft. (Built-up) equivalent to 10.03 sq. mtrs. (Built-up) is hereinafter referred
to as the “said Shop”.

AND WHEREAS under the said Agreement, the Vendor have paid the
entire consideration to M/S. NADKAR & DHARAMSHI DEVELOPERS, and the
Vendor have been put in possession of the said Shop by the said Builders.

AND WHEREAS pursuant to the negotiations between the parties hereto

and the Purchasers has agreed to make the balance of consideration within 30
days.

AND WHEREAS the parties hereto are desirous of reducing into writing
the terms and conditions of this Agreement as under:

NOW THIS INDENTURE WITNESSETH AND IT IS AGREED BY AND BETWEEN

THE PARTIES HERETO AS UNDER:

1. Pursuant to the negotiations between the parties hereto the Purchasers

have agreed to pay to the Vendor the lump sum consideration of Rs.
8,00,000/- (Rupees Eight Lakhs Only) for the purchase of the said Shop
No. 7 and the Purchasers have agreed to make the said payment in the
following manner:

a) On or before execution hereof the Purchasers have made payment

of Rs. 50,000/- (Rupees Fifty Thousand Only), in part payment
cum earnest money to the Vendor which is to be adjusted against
the entire consideration of Rs. 8,00,000/- (Rupees Eight Lakhs
Only) the receipt whereof the Vendor doth hereby admit and
acknowledge.
b) The balance amount of Rs. 7,50,000/- (Rupees Seven Lakhs Fifty
Thousand Only) shall be payable by the Purchasers to the Vendor
on completing all the requisite permission from the concerned
authorities from the date of execution hereof and against complete
vacant and peaceful possession, free from all encumbrances within
30 days.

2. The Vendor has agreed to sell the said Shop to the Purchasers and the
Purchasers has agreed to purchase the said Shop No. 7, admeasuring
108 sq. ft. (Built-up) equivalent to 10.03 sq. mtrs. (Built-up), On Ground
Floor, in “A” Wing, of the building known as “Parasnath Darshan”, of the
Indira Nagar Co- Op. Hsg. Soc. (Proposed) situated at Kirol - Kurla Road,
 Near Fiat Uno Showroom, Vidyavihar (W), Mumbai – 400 086., at or for
the total consideration of Rs. 8,00,000/- (Rupees Eight Lakhs Only) in
the manner stated hereinabove.

3. It is hereby specifically agreed by and between the parties hereto that the
Vendor shall obtain the No Objection Certificate and/or Consent and/or
permission from the concerned authorities at his risk and cost. However,
the Purchasers shall co-operate the Vendor.

4. Forthwith upon the receipt of the entire consideration the Vendor shall
handover the physical possession of the said Shop to the Purchasers.

5. Forthwith upon the payment of the aforesaid entire consideration as

mentioned hereinabove the Vendor transfer his right, title, interest and
claim of the said Shop in favour of the Purchasers and the Purchasers
shall have full right and absolute authority to enter into any act or any
affairs of dealing in respect of the said Shop, the Vendor also hereby
further assures unto the Purchasers that he has full right and absolute
authority to enter into this Agreement and HE has not done, perform or
cause to be performed any act, Deeds matter or things of whatsoever
nature whereby he may be prevented from entering into this Agreement
and/or transferring the said Shop which is being transferred, incidental
to the said transfer or whereby Purchasers upon completion of sale
would be obstructed, prevented or surrendered in enjoying the rights to
be confirmed or transferred hereto in THEIR favour or whereby the quite,
vacant and peaceful possession and enjoyment thereof by the Vendor to
the Purchasers under these presents shall obstructed on the basis of this
Agreement and Vendor hereby indemnify to the Purchasers and shall
always keep THEM indemnified against any actions, demands, claims
etc. that may be suffered by the Purchasers on action by latter relying on
the assurances acting in furtherance thereof.

6. The Purchasers have agreed to pay the balance sum of Rs.

7,50,000/- (Rupees Seven Lakhs Fifty Thousand Only) within 30 days.

7. The Vendor will be liable for all the taxes, dues etc. in respect of the said
Shop till the date of handing over possession and from the date of
handing over the possession the Purchasers shall be liable and
responsible to pay the same.

8. The parties hereto agree that Vendor shall sign all deeds, documents,
writings at all times and from time to time for effectual implementation of
this MOU and/or to complete transfer or sale of said Shop in favour of
the Purchasers.

IN WITNESS WHEREOF the parties hereto have set and subscribed their
respective hands to this writing on the day and the year first hereinabove
written.

SCHEDULE OF THE PROPERTY HEREINABOVE WRITTEN

A Shop No. 7, admeasuring 108 sq. ft. (Built-up) equivalent to 10.03 sq.
mtrs. (Built-up), On Ground Floor, in “A” Wing, of the building known as
“Parasnath Darshan”, of the Indira Nagar Co- Op. Hsg. Soc. (Proposed)
situated at Kirol - Kurla Road, Near Fiat Uno Showroom, Vidyavihar (W),
Mumbai – 400 086, in the Registration District and Sub - District of
Mumbai and Mumbai Suburban bearing, C. T. S. No. 617 , 618, 619, 630,
631 (pt) of Kurla VI, Village – Kirol, Taluka- Kurla.
SIGNED SEALED AND DELIVERED )
By the withinnamed “VENDOR” )
MR. UDAY S. JADHAV )
The party of the First Part )
In the presence of ___________________ )

SIGNED SEALED AND DELIVERED )

By the withinnamed “PURCHASERS” )
(1) MR. GULJARILAL CHUNILAL GUPTA)
(2) MRS. SANGEETA GULJARILAL GUPTA )
The party of the Second Part )
In the presence of ______________________ )

RECEIPT

RECEIVED of and from (1) MR. GULJARILAL CHUNILAL GUPTA AND

(2) MRS. SANGEETA GULJARILAL GUPTA, the Purchasers herein, Rs.
50,000/- (Rupees Fifty Thousand Only) towards part payment cum earnest
money in respect of sale of Shop No. 7, as mentioned hereinabove.

I SAY RECEIVED
Rs. 50,000/-

MR. UDAY S. JADHAV

VENDOR

WITNESSES :

1.

2.
 *************************************
MUMBAI DATED THIS _____ DAY OF
FEBRUARY 2006.
*************************************
BETWEEN
MR. UDAY S. JADHAV
… VENDOR

AND
(1) MR. GULJARILAL CHUNILAL GUPTA
(2) MRS. SANGEETA
GULJARILAL GUPTA
… PURCHASERS

MEMORANDUM OF UNDERSTANDING

SHRI NILESH JOSHI

Advocate High Court,
1&2, Riddhi Siddhi Apart,
Opp Gurukul School,
Behind Punjab National Bank,
Tilak Road, Ghatkopar (East),
Mumbai – 400 077.

/conversion/tmp/activity_task_scratch/590133945.docx

It is specifically agreed and understood by and between the Parties hereto that
in the event of failure to get the record updated and area of the land corrected
in the Property Card register within a period of ___ months from the execution
of this MOU, this MOU shall stand terminated, revoked and rescinded
without any notice in writing and the Party of the SECOND PART shall not be
entitled to seek any relief with respect to the said land against the Party of
the FIRST PART or its legal heirs, assignees etc

8. The Party of the SECOND PART shall make a token payment of

Rs.____________ to the Party of the FIRST PART on execution of these presents.
The balance of monitory consideration shall be paid as follows:
(i)
 (ii)
(iii)
The Party of the First Part shall have no objection for the Party of the Second
Part taking search of the Revenue Records and the Office of the Registrar as to
the title of the Party of the First Part to the said Property

The Party of the First Part shall have no objection for the party of the Second
Part giving public notice inviting objections if any for any persons or persons
to the proposed Agreement to develop the between the parties hereto.
In consideration of party of the First Part agreeing to grant and empower the
Party of the Second Part to develop the said property and construct
building or buildings thereon , the Party of the Second Part shall provide
the Party of the First Part 40% of the constructed area free of cost to the
Party of the First Part and the balance of 60% shall be retained with the
Party of the Second Part.

5. The respective constructed area to the ratio of 40:60 between the Party of
the First and Second Part shall be dealt with respective parties without
reference to other and each one of them shall be entitled to retain, sell or
transfer or convey their respective area on such terms and conditions as they
may be deemed fit and proper

In addition to the constructed area, the Party of the Second Part shall pay a
cash consideration of Rs.50,00,000/- (Rupees Fifty Lakhs only) to the Party of
the First Part , which will be non refundable.

The Party of the Second Part today made a payment of Rs.5,00,000/-

(Rs.2,50,000/- by cheque bearing No.017021 dated 10/01/2013 drawn
on The Bharat Co-Operative Bank Mumbai Ltd. and Rs.2,50,000/- by
cash)which amount the Party of the First Part do hereby admit and
acknowledge as received from the Party of the Second Part. The balance
of Rs.45,00,000/- will be paid in installments as may be agreed upon by
and between the Parties hereto on execution and registration of
Development Agreement.