COMPROMISE DEED TO BE FILED BEFORE THE HON’BLE HIGH COURT

IN AN ARBITRATION PETITION WITH REGARD TO SETTLEMENT OF A

DISPUTE ARISING OUT OF A COLLABORATION AGREEMENT EXECUTED
BY A BUILDER WITH THE FINANCIER OF A PROJECT

NOTE. 1. TO BE TYPED ON STAMP PAPERS OF SUCH AMOUNT AS ARE

REQUIRED AS PER THE RELEVANT ARTICLE OF THE INDIAN
STAMP ACT 1899 AS APPLICABLE TO THE TERRITORY / STATE OF
EXECUTION.
2. IT IS ADVISABLE TO GET IT NOTARIZED AT THE PLACE OF
EXECUTION

This Compromise Deed is made at New _____ on this _____ day of _____,
_____.
BETWEEN
Shri _____ S/o _____, _____ Proprietor, _____ (hereinafter referred to as the
‘First Party’), which expression shall unless, opposed or repugnant to the
context or expressly excluded by the context or by law, mean and include his
respective heirs, legal representatives, administrators, executors, nominees
and assigns of the First Part.
AND
M/s _____, A Company Registered under the Companies Act, 1956, having its
Registered Office at _____, and earlier having its, Registered/Corporate office
at _____ through its Authorised Representative Mr. _____ (hereinafter
referred to as the ‘Second Party’), which expression shall unless, opposed or
repugnant to the context or expressly excluded by the context or by law,
mean and include its legal representatives, administrators, executors,
nominees and assigns of the Second Part.

WHEREAS in _____, the First Party approached the Second Party with a
proposal that the First Party is desirous of acquiring land for the purpose of
development and construction of a Multiplex Commercial Complex Project in
_____ in the State of _____ and thus the First Party sought financial
assistance of the Second Party for the purchase of land and for development
and construction of Multiplex Commercial Complex Project on the said land.

WHEREAS the First Party approached the Second Party with the proposal that
out of the total amount required towards the purchase of the land and for the
development and construction of Multiplex Commercial Complex Project, __%
of the amount shall be provided by the Second Party and the requisite balance
of 10% be provided by the First Party.
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WHEREAS the First Party had further assured and represented to the Second
Party that in consideration of the Second Party providing to the First Party, __
% of the amount required for the purchase of land for the development and
construction of the Multiplex Commercial Complex Project on the said land, the
Second Party shall be entitled to ownership of __% Super Built-up Area in the
said Multiplex Commercial Complex Project, and the First Party in lieu thereof
shall be entitled to 10% of the ownership of Super Built-up Area in the said
Multiplex Commercial Complex Project.

WHEREAS believing and relying upon the representations, assurances and

promises of the First Party, the Second Party agreed to provide to the First
Party __% of the amount required for the purchase of land and for the
development and construction of the Multiplex Commercial Complex Project on
the said land and the Second Party further agreed to be the owner of __%
Super Built-up Area in the said Multiplex Commercial Complex Project. It was
further agreed that the ownership of the balance 10% of the Super Built-up
Area in the said Multiplex Commercial Complex Project shall rest with and
belong to the First Party.

WHEREAS thereafter from __% to __, the Second Party had paid to the First
Party an amount of Rs.__/- (instead of amount of Rs.__/-) towards __% of
the amount required for the purchase of the land required for the construction
of Multiplex Commercial Complex Project.

WHEREAS the land required for the construction of the Multiplex Commercial
Complex Project was purchased by the First Party and the First Party
proceeded with obtaining requisite approvals from the statutory authorities in
respect of the Project in question.

WHEREAS the aforesaid arrangements and agreements orally agreed upon

between the First Party and the Second Party were thereafter deduced in
writing, and a Collaboration Agreement dated _____ was executed between
the First Party and the Second Party. That the First Party also executed a
General Power of Attorney dated _____ in favour of Shri _____, the then
Managing Director of the Second Party.

WHEREAS thereafter obtaining the requisite approvals from the Statutory

Authorities, the development and construction of the Multiplex Commercial
Complex Project was commenced and it was mutually decided between the
First Party and the Second Party that the Project will be named as “_____”.
Whereas the construction of the _____ was completed Certificate was received
at various spaces in the _____ were sold for which all the accounts were
maintained by the First Party.

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WHEREAS thereafter in _____, _____, the Second Party requested the First
Party to draw up the Final Accounts of the Project and pay to the Second Party
the amount of Rs.__/- paid by the Second Party for the purchase of the land
alongwith __% profits earned from the sale of the shops / showrooms /office
spaces in the _____.

WHEREAS with an endeavour to arrive at an amicable settlement, the First

Party handed over to the Second Party, Cheque No._____ dated _____ for
Rs._____/-, drawn on _____ comprising of the payment of amount of Rs.__/-
plus interest of Rs._____/- calculated @_____% per annum from the date of
payment of the aforesaid amount of Rs.__/- by Second Party to the First
Party.

WHEREAS with the receipt of the aforesaid amount of Cheque No._____ dated
_____ for Rs._____/-, drawn on _____ comprising of the payment of amount
of Rs.__/- plus interest of Rs._____/- calculated @_____% per annum from
the date of payment of the aforesaid amount of Rs.__/- by Second Party to
the First Party, all the accounts between Second Party and the First Party
relating to _____ arising out of the Collaboration Agreement dated _____
were fully and finally settled.

WHEREAS the said Cheque No._____ dated _____ for Rs._____/, drawn on
_____, when presented for clearing was dishonoured. The First Party have,
however, disputed and maintained that the First Party never issued any
cheque and a blank cheque given by the First Party to the Second Party was
utilized by the Second Party by filing up an amount of Rs._____/-.

WHEREAS the Second Party thereafter filed a Complaint dated _____ under
Section 138 of the Negotiable Instrument Act bearing CC No._____ of _____
before the Ld. Magistrate, _____, and after recording the pre-summoning
evidence of the Second Party, the Learned Magistrate was pleased to take
cognizance of the said Complaint and vide Order dated _____ the Learned
Magistrate was pleased to summon the First Party. The Second Party has also
vide Complaint dated _______ approached Economic Offence Wing, _____ to
lodge an FIR against the First Party for offences of Fraud, Cheating, Criminal
Breach of Trust, Misappropriation of Funds of a sum of Rs._____/- and other
applicable provisions under the Indian Penal Code, 1860.

WHEREAS the Second Party filed OMP (I)(Comm.) No._____/_____ dated

__________ seeking urgent and emergent interim reliefs restraining the First
Party from creating third party rights from the unsold stock at _____. The
Hon’ble High Court of _____ vide order dated _____ restrained the First Party
from selling, alienating, transferring, parting with possession or creating any

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third party rights in the 19 showrooms and 8 office spaces in the _____ which
form part of the Collaboration Agreement dated _____.

WHEREAS the Second Party also filed a Petition dated __________ under
Section 11 of the Arbitration and Conciliation Act, 1996 titled as M/S _____ .
VS. SHRI _____, Arbitration Petition No. _____/_____ before the Hon’ble
High Court of _____ seeking appointment of the Arbitral Tribunal to adjudicate
the disputes between the parties.

WHEREAS the Hon’ble High Court of _____ vide Order dated __________
passed in Arbitration Petition _____/_____ has been pleased to constitute this
Arbitral Tribunal to adjudicating the disputes between the Second Party and
the First Party arising out of the Collaboration Agreement dated _____. The
Hon’ble High Court has vide a separate Order dated __________ in OMP (I)
(Comm.) No._____/_____, also been pleased to treat the Petition under
Section 9 filed by the Second Party as an Application under Section 17 of the
Act.

WHEREAS the _____ No. __ of _____ filed by the First Party under Section 9
of the Act, 1996 before the High Court of _____ at _____ has also been
directed to be treated as an Application under Section 17 by the High Court of
_____ at _____ vide order dated ________.

WHEREAS vide various Orders passed by this Hon’ble Tribunal, the First Party
and the Second Party were directed to file Statement of Claim and Counter
Claims and therefore in compliance with the said Orders of this Hon’ble
Tribunal, the First Party and the Second Party have filed their Claims and
Counter Claims and other Applications and the next date of hearing before the
Hon’ble Tribunal is on ________.

Whereas the First Party & the Second Party have entered into a lawful
Compromise Deed on the terms & conditions which are stated hereunder:-

NOW THIS COMPROMISE DEED WITNESSETH AS UNDER :-

1) That the First Party has agreed and undertaken that in full & final settlement
of the Claim of the Second Party under the Collaboration Agreement dated
_____, the First Party shall, as a Trustee on behalf of the Second Party, sell
the land admeasuring ___ Bigha __ Biswa, situated behind/ adjoining
________, at-Village _____________ (_____), more particularly described in
Annexure “A” annexed hereto (hereinafter referred to as the “sand Land”), &
the First Party shall faithfully as a Trustee on behalf of the Second Party pay
all the proceeds received from the sale of the said Land to the Second Party in

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full and final settlement of the Claim of the Second Party under the
Collaboration Agreement dated _____.

2) That the First Party has also agreed and undertaken that all the negotiations
with regard to the sale of the said Land with any prospective customer shall be
carried out by the First Party in the presence of the Second Party. It is further
agreed and undertaken by the First Party that only after the Second Party
have given its consent for the sale of the said Land by the First Party to the
prospective customer at the price offered by the Prospective Customer, the
First Party shall sell the said Land and execute & register the Sale Deed of the
said Land in favour of the prospective purchasers. It is also agreed by the
Second Party that the Second Party shall also find any prospective customers
for sale of the said land so that the claim of Second Party under this
Compromise Deed is finally settled and /or satisfied.

3) That the First Party has also agreed and undertaken that all the sale proceeds
received from the sale of the said Land from the prospective customer shall be
as a Trustee on behalf of the Second Party, faithfully paid by the First Party to
the Second Party & in case the First Party being a Trustee on behalf of the
Second Party fails to pay the sale proceeds of the said Land so received from
the prospective customer then it will be considered as 420, fraud, cheating,
criminal breach of trust & misappropriation of funds by the First Party with an
intent to cause wrongful loss to the Second Party and wrongful gain to the
First Party and the Second Party shall have the right to register an FIR for
420, fraud, cheating, criminal breach of trust & misappropriation of funds
under IPC, against the First Party.

4) That it is agreed & undertaken by the First Party that henceforth the First
Party shall be acting as a TRUSTEE of the said Land on behalf of the Second
Party for the purpose of sale of the said Land to any prospective customer & to
pay the proceeds from the sale of the said Land to the Second Party and any
breach by the First Party shall be construed as breach of trust by the First
Party. It is further agreed between the First Party and the Second Party that
the Second Party shall also have the option to get the Sale Deed of the said
land executed and registered in favour of the Second Party and /or its
nominee without any consideration but on payment of Stamp Duty.

5) That it is agreed and undertaken between the First Party and the Second Party
that any unsold commercial shops / units in the _____ shall be shared
proportionately by the First Party and the Second Party on each floor in the
ratio of __% and __% respectively. It is also agreed and undertaken by the
First Party and the Second Party that in respect of the Showrooms in the
________ for which there are legal cases filed by various Allottees in various
courts of the Country, if any net financial liability is required to be paid on

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account of final Order (s) of the Courts, the same shall be borne by the First
Party and the Second Party in the ratio of 10% and __% respectively, and on
the contrary if there are any profits arising therefrom the same shall be shared
by the First Party and the Second Party in the ratio of __% and __%
respectively. It is further agreed and undertaken by the First Party that after
the disputes with regard to the legal cases are resolved and after all the
financial liabilities with the third parties are settled, if any stock of Showrooms
is created, the same shall be shared between the First Party and the Second
Party in the ratio of __% and __% respectively and the First Party shall be
liable to execute and register the Sale Deed of such Showrooms in favour of
the Second Party and / or its nominees proportionately on all floors without
payment of any consideration but on payment of the Stamp Duty and
Registration Charges.

6) That it is agreed and undertaken between the First Party and the Second Party
that all the rents / minimum guarantee/ revenues received from the following
shops/ units in the ________ shall be utilized by the First Party in meeting
with the shortfall in the expenses being incurred by the First Party for
maintaining the ________.

Details of stocks of Shops/Showrooms/Office Spaces in

the _____ which is subject matter of the Collaboration
Agreement dated _____ are still unsold and in the
custody and possession of the First Party
Shop/ Covered area/ Super approx.
showrooms/ Built-up value (Rs.)
office space

Showroom No. Area in Sq. Ft. Area in @ Rs.__ Sq

Sq .Ft. Ft
1
2
3
4
5
6

2
4
TOTAL

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That it is further agreed and undertaken by the First Party that against the
aforesaid unsold stocks of the Showrooms, the First Party shall within __ days
from the date of this Compromise Deed execute and register the Sale Deed of
__% of the aforesaid unsold stocks of the Showrooms in favour of the Second
Party and /or its nominee without any consideration but on payment of the
appropriate Stamp Duty and other charges by the Second Party and /or its
nominee and 10% of the balance unsold stock shall be retained by the Second
Party.

7) That it is further agreed by the Second Party that all the rentals/ MG/
Revenues received by the Second Party from the aforesaid unsold stocks once
they are registered in the name of the Second Party and /or its nominees shall
be paid by the Second party in the form of CAM Charges to the First Party and
the First Party shall be entitled to raise bill of CAM Charges on the Second
Party equivalent to the amount of rentals/ MG/ Revenues received by the
Second Party from the Tenants / Lessees etc. of such Showrooms.

8) That it is further agreed by the Second Party that all the rentals/ MG/
Revenues received by the Second Party from the stocks of Showrooms already
registered by the First Party in favour of the Second Party and / or its
nominees shall also be paid by the Second party in the form of CAM Charges
to the First Party and the First Party shall be entitled to raise bill of CAM
Charges on the Second Party equivalent to the amount of rentals/ MG/
Revenues received by the Second Party from the Tenants / Lessees etc. of
such Showrooms.

9) It is further agreed and undertaken between the First Party and the Second
Party that the maintenance of the ________ shall be carried out and be the
responsibility of the First Party who shall be entitled to receive CAM Charges
from various occupants / tenants/ owners of the Showrooms in the ________
including the payment of the CAM Charges in respect of the Showrooms
shared by the First Party and the Second Party in the ratio of 10% and __%
respectively under this Agreement. It is further agreed between the First Party
and the Second Party that in respect of __% of the Showrooms which are
retained by the First Party and which are leased / rented to various tenants,
the rentals / MG/ Revenue received from such __% of the Showrooms (if
rented) shall also be utilized by the First Party for the maintenance of the
________. It is further agreed between the First Party and the Second Party,
that by __ of the following month the First Party shall provide to the Second
Party, a Statement of the Receipts and Payments Account relating to the
receipt of the CAM Charges by the First Party and the expenses incurred by
the First Party in maintaining the ________ and in case there is any shortfall,
__% shall be contributed by the Second Party to meet the said shortfall and
10% shall be contributed by the First Party to meet the said shortfall. It is

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further agreed between the First Party and the Second Party that in case there
is any profit, 65% shall be shared by the Second Party and __% shall be
shared by the First Party. It is further categorically and specifically agreed
between the First Party and the Second Party that the profits so accrued shall
be first applied to meet with the financial liability which may arise on the First
Party on account of pendency of various legal cases in various courts of the
Country relating to ________ subject to final orders of the Courts.

10) It is further agreed by the First Party and the Second Party that in respect of
the Showrooms registered in the name of Second Party and/ or in the name of
the nominees of the Second Party and in respect of the Showrooms retained
by the First Party, the First Party and the Second Party shall be entitled to sell,
lease, mortgage, pledge and /or deal with the same in any manner,
whatsoever, without any interference by either of the parties.

11) That it is declared by the Second Party that (except Cheque No._____ dated
_____ for Rs._____/-, drawn on _____, and Cheque No.___ dated._____ for
Rs._________/, drawn on _____________ which has already been presented
by the Second Party for encashment), the Second Party is not in possession
of any of the cheques mentioned in Annexure “B” attached herewith.

It is further agreed by the Second Party that the Stay Order dated
_____ passed by the Hon’ble High Court of _____ shall continue on the
aforesaid cheques and neither the Second Party nor anyone claiming under the
Second Party shall use and /or present any of the aforesaid cheques in favour
of any party. A copy of Order dated _____ of the Hon’ble High Court of _____
is attached herewith as Annexure “C”.

12). That the Second Party has agreed and undertaken that the Second Party shall
proceed to withdraw the Complaint dated _____ under Section 138 of the
Negotiable Instrument Act bearing CC No._____ of _____ before the Ld.
Magistrate, _____, against the First Party within ___ days.

13). That the Second Party has also agreed and undertaken that it shall withdraw
the Complaint dated _______ filed by the Second Party against the First Party
before Economic Offence Wing, _____ for registration of an FIR against the
First Party for offences of Fraud, Cheating, Criminal Breach of Trust,
Misappropriation of Funds of a sum of Rs._____/- and other applicable
provisions under the Indian Penal Code, 1860.

14). That the Second Party and the First Party have undertaken that they shall fully
cooperate with each other in executing the aforesaid terms of the settlement
in its entirety and shall sign and execute any document necessary to give

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effect to the instant lawful Compromise and Settlement, including submitting
applications to any statutory, municipal authority etc.

15). That the Second Party and the First Party have further confirmed,
acknowledged and declared that in view of the instant lawful Compromise and
Settlement, they shall not make any claim(s) (in present or in future) against
each other under the Collaboration Agreement dated _____.

16). That the Second Party and the First Party have further confirmed,
acknowledged declared and reiterated that they shall continue to abide by the
terms of the instant lawful Compromise and Settlement as recorded
hereinabove.

17). That the Second Party and the First Party have agreed and undertaken that
they shall act in such manner and execute any such document that may be
required by any of them in furtherance of the terms of the instant lawful
Compromise and Settlement or which may be necessary to fully implement
and effectuate the same, whether now or in the future at any time. The parties
have agreed that they shall fully cooperate in this regard and shall not act in
any manner which hinders or delays the implementation of the
aforementioned Settlement.

18). That the parties agree and clarify that the instant lawful compromise and
settlement has been arrived at bona fide and in good faith to achieve the
purposes stated hereinabove. It is agreed and clarified that there is no fraud,
coercion or undue influence imposed on any party hereto to enter into the said
Settlement, and that the parties have agreed to the said Settlement out of
their own free will and volition. It is made clear that none of the parties hereto
and none of their heirs or representatives or assigns shall ever challenge the
instant lawful compromise and Settlement on any basis whatsoever and the
parties hereto understand that such challenge before any forum shall be null
and void in the eyes of law. The parties agree and confirm that the instant
lawful compromise and Settlement is valid, legal and enforceable in all its
terms.

19). That in case any dispute arise between the First Party and the Second Party
with regard to the Interpretation and/or implementation of the terms and
conditions of this Compromise Deed, the same shall be referred to the Sole
Arbitrator of ________, S/o __________, R/o _______________, and all the
arbitration meetings shall be held in the office of ______ at _____________

IN FAITH AND TESTIMONY THE PARTIES HERETO SET THEIR HANDS TO THIS
COMPROMISE DEED ON THE DAY, MONTH AND THE YEAR HEREUNDER
WRITTEN IN THE PRESENCE OF FOLLOWING WITNESSES.

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WITNESSES:

1. (_____)
First Party

M/s _____

2.
(_____)
Authorised Representative
Second Party

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