Full Name : Surendrasingh B Zala

Roll No : 107

Class : SY LLB

Division : B

Academic Year : 2021-22

Email Id : zalasurendra16@gmail.com

Phone number : +91 9004809495

Exam : DPC-2

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 LEASE DEED

The agreement of Lease Deed is made 29th day of March 2022 at Mumbai between Smt Meena
Rathod w/o Mr. Sukesh Rathod R/o House No 92, Praksh apartment, Borivali East 400066
hereinafter called the lessor which expression shall- mean and include her heirs, legal
representatives and assignees of the one part.

And

Shri. Mukesh Purohit S/o Bhagwat Purohit R/o A/86, Kirti CHS, Borivali East, Mumbai 400
066. hereinafter called the lessee (which expression shall include his heirs, legal representatives
and assignees) of the other part.

Whereas the lessor is the legal and absolute owner of House No. B/42, Prakash apartment,
Borivali East 400066

Whereas the Lessor agrees to let out and the Lessee agrees to take on rent at a monthly rent of Rs.
50,000 (Rs. Fifty Thousand only) to be paid in advance by the 5th of each English Calender
month by cheque.

Now this Deed witnesseth as follows: —

1. That the lease of the said premises shall commence from 1st April 2022 and ending on 31st March
2023 renewable for a further period of eleven months at a time with mutual consent. In case there
is no renewal, the lessee agrees to give a clear possession at the end of the lease period i. e 31st
March 2022. Further if the renewal is done beyond twenty-two months 20 % increase in the rent
agreed will have to be paid.

2. That the monthly rent of Rs 50,000. /- (Rs. Fifty Thousand only) shall be paid in advance by the
5th of each English Calender month

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3. That a sum of Rs. 1,50,000 (Rs. One Lakh Fifty Thousand only) by Cheque No. 000186
drawn on Bank of Baroda has been paid in advance out of which three months’ rent shall remain
with the Lessor as security free of interest returnable on the termination of the lease
period/extended leaseperiod after adjustment of any dues remained payable.

4. That the house shall be used for residential purposes of the lessee and his family dependent
members only.

5. That the actual charges for the use of electricity and water as per the Municipal bills received
for the premises rented to the lessee as per the actual meter reading shall be paid by the lessee.
However, the charges of any rates, taxes, cessees or levies whatsoever on the property shall be
borne by the lessor.

6. That the lessor shall give the possession of the tenancy premises with all the sanitary, electricity
and other fittings and fixtures in perfect working order.

7. That the Lessee shall use the premises for residential purposes only and shall not sublet the said
premises in part or full to anybody else. In case of any misuse the lessee shall bear all the
consequences, including cost of litigation, penalties, fines,compensation etc.

8. That the Lessee shall be responsible to restore all fixtures and fittings in the same condition,
natural wear and tear and damages by the Act of God exempted.

9. That the Lessee shall not carry out any structural addition as or alterations in the demised
premises without the written consent of the lessor.

10. That the lessee shall permit the lessor or his authorised representatives to enter upon the said
premises for inspection at all reasonable hours after giving sufficient notice.

11. That internal/external painting, distempering and polishing of the demised premises has been
done prior to occupation of the demised premises, by the lessee. This will be repeated once in
every three years.

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12. That the Lessor will have no objection in case the lessee instal airconditioner or air-cooler
without causing any damage to electrical system of the demised premises. The necessary power
load if required will be arranged by the lessee from Electricity Supply undertaking. The lessor will
in turn sign all the required papers in this regard.

13. That all minor day-to-day repairs arising out of wear and tear in plumbing, electricity and
sanitary fixtures shall be the responsibility of the lessee but major repairs shall be done by the
lessor at her cost.

14. That the lessee shall abide by all the laws, rules and regulations of Municipal Corporation of
and other local/central authorities and in case of breach the lessee shall be fully responsible for
the consequences at his own cost and any penalty etc. due to above will have to be paid by the
lessee.

15. That the tenancy shall be terminable on one month’s notice by either side and in case the house
was vacated without any notice, then one month’s rent shall be paid in lieu of vacating without
notice.

16. That in case the lessee fails to pay rent regularly in the manner prescribed or fails to observe
any other condition or commit any breach thereof the lessor shall have the right to re-enter and
take possession of the demised premises irrespective of the period of lease herein reserved.

In witness whereof, we the first and the second party put our hands in the presence of witnesses
on the date, month and year above mentioned.

Lessor Meena Rathod

Lessee Mukesh Purohit

Witnesses

Rakesh Darji

Sukesh Shah

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 LEAVE AND LICENSE AGREEMENT

THIS AGREEMENT is made at 30th day of March, 2022 between Mr. Aashish Parmar
hereinafter referred to as 'the Licensor' of the One Part and M/s. J.B.Enterprises & Co. Ltd., a
Company registered under the Companies Act, 1956 and having its registered Office at A/302
Amba CHS Dahisar hereinafter referred to as the 'Licensee' of the Other Part, as follows-

WHEREAS the Licensor is the owner of a Residential Flat No. A/802 on the 8th floor in the
buildingknown as Laxmi and situate at Andheri bearing Survey No 71 which, building with the
landattached thereto belongs to Laxmi Co-operative Housing Society Ltd.,

AND WHEREAS the said Flat has a carpet of 1320 sq. ft. and has 3 rooms besides toilet rooms,
kitchen, and balconies. It belongs to and is in possession of the Licensor as a member of the said
society.

AND WHEREAS the said Flat Is at present not required by the Licensor as he has been
transferred to Mr. Aashish Parmar by his employer.

AND WHEREAS the Licensor has agreed to grant leave and license to the Licensee for the
occupation and use of the said Flat by its one or the other officer on the following terms and
conditions agreed to between the parties hereto.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1. The Licensor hereby grants leave and license to the Licensee to occupy and use the said Flat
(hereinafter referred to as the Licensed Premises) for a period of three years from the date hereof
for the residence of any one Officer of the Licensee alongwith his family members and for no
other purpose.

2. The Licensee will Intimate In writing to the Licensor the name and designation of the Officer
who is allotted the said Flat and also the names of members of his family who will be occupying
the said premises alongwith that officer.

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3. The Licensee shall pay to the Licensor a sum of Rs. 198000 per month (calculated at the rate
of Rs.150 per sq. ft.) as License fee or compensation to be paid in advance for each month on or
before the 5th day of each month.

4. All the Municipal taxes and other taxes and levies in respect of the Licensed premises will he
paid by the Licensor alone.

5. The electric charges and water charges for the Licensee to the authorities concerned and the
Licensor will pay electric and water consumption in the said Licensed Premises will not be
responsible for the same. For the sake of convenience separate electric and water meters if
possible will be provided in the said premises. The maintenance charges payable to the said Co-
operative Society by the Licensor will be payable by the Licensee through the Licensor or direct
to the Society but for and on behalf of the licensor. The said charges will be exclusive of the
monthly compensation payable by the Licensee as aforesaid.

6. The Licensee or its Officer occupying the said premises will be allowed to use the open space
No. O/8 under the stilts of the said building for parking one car only during the period of the
License and no separate compensation will be payable for the same. The said parking space will
be deemed to be a part of the Licensed premises.

7. The Licensed premises will be used only for residence of the Officer of the Licensee and for
no other purpose.

8. The Licensed Premises have normal electricity fittings and fixtures. The Licensee or Its
officer shall not put up any additional fittings and fixtures and no other changes, by way of
additions or alterations will be made to or in the said Licensed Premises.

9. The Licensed Premises are given to the Licensee on personal basis and the Licensee or its
officer occupying the same will not be entitled to transfer the benefit of this agreement to
anybody else or will not be entitled to allow anybody else to occupy the premises or any part
thereof. Nothing In this agreement shall be deemed to grant a lease or tenancy, and the Licensee
agrees and undertakes that the Licensee shall take up no such contention at any time.

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10. The Licensee shall not 6e deemed to be in the exclusive possession of the Licensed premises
and the Licensor will have the right to enter upon the premises at any time during working day
hours to inspect the premises. The juridical possession shall be deemed to be with the Licensor.

11. The Licensee shall maintain the licensed premises in good condition and will not cause any
damage thereto. If any damage is caused to the premises or any part thereof by the Licensee or
its employees, servants or agents, the same will be made good by the Licensee at Its cost either
by rectifying the damage or by paying cash compensation as may be deter- mined by the
Licensor's Architect.

12. The Licensee or the Officers occupying the same shall not cause any nuisance or annoyance
to the people in the neighbourhood or store any hazardous goods on the premises or near about
and shall not do any act which would be a breach of the bye-laws of the said society.

13. If the Licensee commits a breach of any term of this agreement then notwithstanding
anything herein contained the Licensor will be entitled to terminate this agreement by fifteen
days prior notice to the Licensee. Any act of commission or omission committed by the Officer
of the Licensee occupying the Licensed Premises will be deemed to be an act of omission or
commission of the Licensee.

14. On the expiration of the said term or period of the License or earlier termination thereof, the
Licensee shall hand over vacant and peaceful possession of the Licensed Premises to the
Licensor in the same condition In which the premises now exist subject to normal wear and tear.
The Licensee or its Officer remaining in occupation of the premises after such termination will
be deemed to be an act of trespass.

15. If the Officer of the Licensee occupying the said Licensed Premises under this agreement,
ceases to be the Officer of the Licensee for any reason whatsoever, the Licensee shall take steps
to immediately remove him from the said premises. As a security for the said assurance or
obligation of the Licensee, as well as a security for the performance and observance of the terms
and conditions of this agreement, the Licensee has deposited with the Licensor a sum of Rs...
without interest. If the Licensee commits breach of any term or condition of this agreement and
this agreement and the license hereby granted are terminated by the Licensor, the said deposit
will stand forfeited to the Licensor. without prejudice to the other rights of the Licensor under

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this agreement or In law and without the Licensee being absolved of his obligations under this
agreement. If. however, this agreement is terminated without any default on the part of the
Licensee, its servants and agents or by the efflux of time, the said deposit will be refunded to the
Licensee on such termination forthwith.

16. This agreement will also stand terminated on the Licensee going into liquidation voluntarily
or through Court.

IN WITNESS WHEREOF the parties hereto have put their hands the day and year first
hereinabove written.

Signed by the withinnamed Licensor Shri Mr. Aashish Parmar,

in the presence of Kunal Naik

Signed by the withinnamed Licensee M/s. J.B.Enterprises & Co. Ltd

by Its Managing Director, duly authorised in that

behalf, in the presence of Raghu Kamble

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 AGREEMENT FOR SALE

THIS AGREEMENT FOR SALE is made and executed on this the 29th day of March,
2022 BETWEEN
Mr. Akshay Joshi s/o. Jawahar Joshi aged 54 years residing at A/803, Sheetal, Andheri,
Mumbai Hereinafter called "The SELLER" (which expression shall mean and include her legal
heirs, successors, successors-in-interest, executors, administrators, legal representatives,
attorneys and assigns) of ONE PART.
AND
Mr. Aakash Ojha s /o Shivam Ojha aged 55 years residing at A/555, Ami CHS, Borivali,
Mumbai Hereinafter referred as "The PURCHASER" (represented by his power of attorney)
which expression shall mean and include his heirs, successors, executors, administrators, legal
representatives, attorneys and assigns of the OTHER PART.

WHEREAS THE SELLER is the absolute owner in possession and enjoyment of the more fully
described in the schedule hereunder and hereafter called the "SCHEDULE PROPERTY.

WHEREAS the SELLER is the absolute owner of the property and he has been enjoying the
same with absolute right and he has clear and marketable title to the Schedule Property

WHEREAS the SELLER being in need of funds for the purpose of business expansion has
decided to sell the property more fully described in the Schedule hereunder and the
PURCHASER has offered to purchase the same..

WHEREAS the SELLER offered to sell and transfer the schedule property to the PURCHASER
for a sale consideration of Rs. 1,00,00,000 (Rupees One Crore Only) and the PURCHASER
herein has agreed to purchase the same for the aforesaid consideration on the following terms
and conditions:

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

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The Sale consideration of the Schedule Property is fixed at Rs. 1,00,00,000 (Rupees One
Crore Only).

The PURCHASER has paid a sum of Rs.500000 Rupees Fixe Lakhs only) by cash/ cheque /D.D.
bearing No 000487 drawn on Bank Of Baroda dated 1st March as advance, the receipt of which
sum the SELLER hereby acknowledges.

The balance payment of Rs 50,00,000 Rupees Fifty Five Lakhs only) will be paid by the
PURCHASER to the SELLER at the time of execution of the absolute Sale Deed and thus
completing the Sale transaction.

The parties herein covenant to complete the Sale transaction and to execute the Absolute Sale
Deed by the end of

The SELLER confirms with the PURCHASER that he/she has not entered into any agreement
for sale, mortgage or exchange whatsoever with any other person relating to the Schedule
Property of this Agreement.

The SELLER hereby assures the PURCHASER and he/she has absolute power to convey the
same and there are no encumbrances, liens, charges, Government dues, attachments, acquisition,
or requisition, proceedings etc.

The SELLER agrees to put the PURCHASER in absolute and vacant possession of the schedule
property after executing the sale deed and registering the same in the jurisdictional Sub-
Registrar's office.

The SELLER covenants with the PURCHASER that he/she shall not do any act, deed or thing
creating any charge, lien or encumbrance in respect of the schedule property during the
subsistence of this Agreement.

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The SELLER has specifically agreed and covenants with the PURCHASER that he/she shall do
all acts, deeds and things which are necessary and requisite to convey absolute and marketable
title in respect of the schedule property in favour of the PURCHASER or his nominee.

IT IS AGREED between the parties that all expenses towards Stamp Duty and Registration
charges shall be borne by the PURCHASER only.

The PURCHASER shall have the right to nominate or assign his right under this agreement to
any person / persons of his choice and the SELLER shall execute the Sale Deed as per terms and
conditions of this Agreement in favour of the PURCHASER or his nominee or assignee.

The SELLER has agreed to get consent deed duly executed to this Sale transaction from his
wife/her husband, sons and daughters on or before date of registration of Sale Deed and assured
that they all join to execute sale deed in favour of the purchaser.

It is hereby expressly provided and agreed by the parties here to that both parties are entitled to
enforce specific performance of the agreement against each other in case of breach of any
conditions mentioned in this Agreement.

The original of the "AGREEMENT" signed by both the parties shall be with the PURCHASER
and copy of the same similarly signed shall be with the SELLER.

SCHEDULE

IN WITNESS WHEREOF the SELLER and the PURCHASER have signed this Agreement of
Sale on the day month and year herein above mentioned in the presence of the witnesses:

WITNESSES:

1. Sukesh S Joshi

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2. Veena P Purohit

Signed by SELLER Mr. Akshay Joshi

In presence of – Vinayak Gore

Signed by PURCHASER Mr. Aakash Ojha

In presence of – Nehal Parmar

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 GIFT DEED

GIFT DEED FOR AN IMMOVABLE PROPERTY

KNOW ALL MEN BY THESE PRESENTS that I, Surendrasingh Zala S/o Bhagwatsingh Zala,
transfers voluntarily, the property bearing no.A/302 situated at Amba Apartment (more
particularly described in the schedule annexed hereto), the estimated value of which is Rs.
2,00,00,000 (Rupees Two Crores only) to my son Mr.Ramesh Zala h/o of Katrina Zala
(hereinafter referred to as "the donee") To Hold the same to the donee absolutely forever. I further
declare that the said gift has been made by me out of my natural love and affection for the donee
and the samehas been accepted by the donee.

IN WITNESS WHEREOF, I have executed this deed this 29th day of March, 2022.

Witness:

1. Jay Darji

DONOR

2. Surendrasingh Zala

DONEE

I, Mr. Ramesh Zala, the donee hereby accept the gift of the said property.

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 PARTNERSHIP DEED

THIS DEED of Partnership made at Mumbai this 29th day of March , 2022, between
Surendrasingh Zala, son of Bhagwatsingh Zala of Bombay Hindu inhabitant, resident of Mumbai
of the ONE PART, Mr.Raghunathsingh Zala, son of Kapoorsingh Zala of Bombay Hindu
inhabitant resident of Mumbai of the SECOND PART and Mr.Akshay Joshi, son of Fateh Joshi,
of Bombay Hindu inhabitant, resident of Mumbai of the THIRD PART.
WHEREBY IT IS AGREED that the parties hereto (hereinafter together called the
partners) shall become partners in the business of Construction of building Amba CHS for the term
till it is completed and all the flats are handed over to the owner Mr.Sukesh Choudhay,upon the
terms and conditions hereinafter contained namely:
(1) The partnership shall be carried on in the name and style of M/s. J.B.Enterprises
(2) The partnership business will be carried on at Mumbai and/or at such other place or places,
as shall be agreed to by the partners from time to time.
(3) The capital of the partnership shall be Rs. 2,00,00,000. which shall be contributed by the
partners in the following proportions.

First Party 40% Rs . 80,00,000

Second Party 40% Rs . 80,00,000
Third Party 20% Rs . 40,00,000

The further capital if any required by the partnership shall be brought by the partners and such
additional capital brought by the partners shall be treated as loan to the firm and shall be paid
interest @ 13 % p.a. out of the gross profits of the firm.
(4) The partners may agree to increase the capital of the firm by bringing in additional
contribution in the proportion of the shares held by them in the initial capital of the firm. At
the time of increase of the capital, the additional capital of the partner or partners may be
adjusted against the increased capital.
(6) The net profits of the business shall be divided between the partners in the proportion of the
capital and they shall bear all losses including loss of capital in the same proportion.
(7) The firm shall maintain usual account and other books at the place of business and they

14
shallbe kept properly posted up to date and shall not be removed from the place of business without
the consent of all the partners. Each partner shall have free access to the books of account of

15
the partnership at all times and shall be entitled to make such copies or extract therefrom as he
may think fit.
(8) The First and the Second Party shall devote their whole time and attention to the interests of
the business and shall be the working partners. They shall be entitled to equal remuneration
for their working out of the amount computed in the manner laid down under section 40(b)
of the Income-tax Act, 1961. The remuneration so computed shall be worked out and credited
in the books of account, at the close of the accounting year period.
(9) Each partner shall-
(i) Be just and faithful to other partners in the transactions relating to partnership business;
(ii) Pay his separate debts and indemnify the other partners and assets of the firm against
the same and all other proceedings, costs, claims or demands in respect thereof;
(iii) Give full information and truthful explanations of all matters relating to the affairs of
the partnership to ail the partners at all times.
(10) No partner shall without the consent of the other partners-
(i) Engage in any other business directly or indirectly.
(ii) Lend money or give credit of the goods of the firm to whom the other partners have
previously forbidden him to trust.
(iii) Mortgage, charge or assign his share in the assets or profits of the firm.
(iv) Draw, accept or indorse any bill of exchange or promissory note on account of the
firm.
(v) Engage, remove or dismiss any apprentice, employee or agent of the firm.
(vi) Give any security or promise for the payment of money on account of the firm except
in the ordinary course of business.
(vii) Give bail, bond or guarantee or become surety for any person or do or knowingly
suffer any thing to be done where the partnership property may be endangered.
(x) Compromise or compound or, release or, discharge any debt due to the partnership.
(11) The accounts of the partnership shall be maintained according to the financial year, from
1st April to 31st March
(12) Each partner, shall be entitled to 5 weeks holiday in each year and all the partners shall
make choice of the holiday alternatively.

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(13) A new partner, may be introduced with the consent of all the partners on such terms and
conditions as the partners agree with the Person to be introduced as a partner, in the firm.
(14) On the death of any partner, during the continuance of the partnership, the firm shall not
be dissolved, the surviving partners shall have the option to purchase the share of the
deceased partner, in the partnership business and the property and goodwill thereof. The
purchase price of the share of deceased partner shall be the amount at which such share
shall stand in the last balance sheet which shall have been prepared prior to the death of
the deceased or in the event of the death of either, partner before the preparation of the first
balance sheet the sum credited to him as his share of capital, and interest at the rate of 13
% p.a. thereon in lie. of profit from the date of the then last preceding annual account up to
the date of death of the deceased. The partner, purchasing the share of the deceased partner,
shall also enter, into a covenant to indemnify the personal representatives of the deceased
partner from the existing and future debts, obligations ant liabilities of the partnership.
(15) It a partner retires or becomes insolvent, then the partnership will not be dissolved, and the
remaining partner, shall have the option to purchase the share of such partner and the
purchase price shall be calculated as given in the preceding clause.
(16) All outgoings and expenses of the partnership and all losses or damages incurred, interest
payable for any loans received and taxes, etc. shall be paid first out of the profits, next out
of capital and in the case of further deficiency, by the partners in the shares in which they
are entitled to the net profits of the partnership business.
(17) All partnership moneys, bills, notes, cheques and other instruments received by the
partnership shall as and when received be paid and deposited in the bank to the credit of
the firms' account, except such sums as are immediately required to meet the current
expenses of the partnership firm.
(18) All transactions of the firm shall be done in the name of the partnership and all goods shall
be purchased or sold in the firm name. All the bills, vouchers, delivery notes, receipts,
etc. shall be issued in the name of the firm.
(19) If any partner shall assign, charge or encumber his share in the partnership or shall become
bankrupt or a lunatic or otherwise permanently incapable of attending to the partnership
business or shall absent himself from the partnership business for more than 30 days, in
any period of the twelve months except during his annual holiday without the consent of

17
 the other partners, or commit any breach of any of the provisions of this agreement or
commits any criminal offence or do or suffer any act which would be a ground for the
dissolution of the partnership by the court and in any such case it shall be lawful for the
other partners by notice in writing to the offending or incapacitated partner or his trustee
or official assignee to determine the partnership whereupon the partnership so far as
concerns such partner shall determine and the other partner shall have the option to
purchase his share and pay the purchase price to the offending partner or his trustee or
official assignee in accordance with clause 14 hereof.
(20) Upon the determination of the partnership by efflux of time or in the case of death,
retirement or expulsion of a partner from the partnership, the surviving or other partner
shall not exercise the option of purchasing the share and interest of the deceased, retired or
expelled partner or the partnership is determined by any other event not herein otherwise
provided, a full and general account of the assets, credits, debts, liabilities of the partnership
shall be taken and the assets and credits shall be sold, realised and the proceeds shall be
applied in paying and discharging debts, liabilities and expenses of and incidental to the
partnership business and the winding up affairs of the partnership affairs and subject thereto
in paying to each partner any unpaid profits which may be due to him and his share of the
capital and the balance of such proceeds shall be divided between the partners in the shares
in which they are entitled to the net profits of the partnership and the partners shall execute,
do or cooperate in all necessary or proper instruments, acts, matters and things for effecting
or facilitating the sale, realisation and getting in of the partnership assets and credits and
the application and division of the proceeds thereof and for their mutual release or
indemnity or otherwise.
(21) Upon the determination of the partnership, each partner shall have the option to purchase
the goodwill of the partnership on a price as agreed to by the partners, and if no partner
exercises the option to purchase the goodwill, the same shall be sold to a willing purchaser,
PROVIDED THAT it upon any such determination as aforesaid of the partnership, the
business thereof shall be sold as a going concern, the goodwill shall be sold along with the
business. No partner (unless he is the purchaser of such business) shall directly or indirectly
carry on or be concerned or interested in a similar business in his own name in the locality
of the firm within a period of 5 years from the completion of sale of goodwill. The value

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 of the goodwill shall be considered as an asset of the firm and will be added to and form
part of the sum payable to all the partners on the dissolution of the partnership.
(22) All disputes and differences whatsoever which shall arise between the partners or between
the partners and the personal representatives of the deceased partner relating to any matter
whatsoever touching the affairs of the partnership or the interpretation of this agreement
and whether before or after the determination of the partnership shall be referred to a single
arbitrator, if the parties agree upon one, otherwise to three arbitrators one to be appointed
by each party to the difference in accordance with and subject to the provisions of the
Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment
thereof for the time being in force.
(23) All the other matters for which no provision is made in this deed, shall be decided by the
majority of the partners for the time being of the partnership.
IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their
respective hands the day and year first hereinabove written.
Signed and delivered by the within named Surendrasingh Zala
Signed and delivered by the within named Raghunathsingh Zala
Signed and delivered by the within named Akshay Joshi
WITNESSES;
1. Jay Darji
2. Vijay Khan

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 INDEMNITY BOND

THIS INDEMNITY BOND made at this 29th day of March 2022

BETWEEN
Shri Kripal Jain Son of Sukesh Jain age 38 years, occupation Chartered Accountant, resident of
Borivali, Mumbai hereinafter called the INDEMNIFIER, (which express shall, unless repugnant to
the context, mean and include her heirs, executors, administrators and assigns) of the One Part
AND
Shri Ramesh Darji Son of Ram Darji age 45 years, occupation Business, resident of Borivali
Mumbai hereinafter called the INDEMNIFIED, (which express shall, unless repugnant to the
context, mean and include her heirs, executors, administrators and assigns) of the Other Part.
WHEREAS the property bearing House No. is owned and possessed by the indemnifier;
AND WHEREAS the indemnifier has sold, transferred and conveyed the said property unto the
indemnified by a sale-deed, dated 1st January 2022

AND WHEREAS the said sale-deed executed by and between the parties hereto has also been
registered with the office of the Joint Sub-Registrar, Borivali

AND WHEREAS during the course of the said transaction and while its completion, the
indemnifier represented unto the indemnified that the former had an absolute legal right and
authority to sell, transfer and convey the said property;

AND WHEREAS the indemnified has required and called upon the indemnifier to indemnify the
indemnified if the event of any loss or damage, if occurred, unto the indemnifier;

AND WHEREAS the indemnifier having received the full and final consideration of the purchase-
price has agreed to execute the indemnity bond being these presents;
AND WHEREAS the parties hereto have decided to reduce into writing the terms and conditions,
which they have worked out and agreed to;
NOW, THIS DEED WITNESSES as follows :
1. That the indemnifier does hereby agree and undertake to indemnify the indemnified for any loss
or damage caused in respect of the said property.
2. That on the basis of the assurance offered by the indemnifier by way of these presents that the
indemnified has agreed to purchase and acquire the said property.

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0
3. That the indemnifier has been executing this bond only as a part and by way of the promise
given by him to indemnify the loss or damage, if caused, in respect of the said transaction or
property.
IN WITNESS WHEREOF the parties hereto have signed here under
Place -Mumbai
Date- 29th March 2022
Sd/-
INDEMNIFIER – Kripal Jain

Sd/-
INDEMNIFIED – Ramesh Darji

Witnesses:

1. Sd/- Yash Pareh

2. Sd/- Rita Waghela

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 MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING IS MADE AT MUMBAI ON THIS 29th

DAY OF March 2022 Between Ws XYZ PIC, a company incorporated and existing under the
German Companies Act and having its corporate office at Andheri, Mumbai (hereinafter referred
to as "XYZ") of the ONE PART and M/s ABC Ltd., a company incorporated and existing under
the Companies Act, 1956 and having its registered office at Mumbai(hereinafter referred to as
"ABC") of the OTHER PART;

WHEREAS the parties are in the business for the last 20 years and have experience and
capabilities in the field of business of manufacturing of various. products and have factories in
various parts of the world;

AND WHEREAS the parties intend Ito explore the possibilities and opportunities that exist In the
countries of both the parties and to diversity their business activities and with that Intention desire
to join their skills, experience and resources;

AND WHEREAS with the said intention, the representatives of XYZ have come over to Mumbai
to negotiate with ABC and felt that they agree in principle to co-operate and to further negotiate
and finalise the business relations between the parties to establish factories in India or in Germany
in joint collaboration;

AND the Parties herein desire to record their understanding and to agree for a programme for
further negotiation for establishment of long lasting business relationship between the parties In
the manner set forth in this Memorandum;

NOW IN CONSIDERATION OF THE PREMISES, THE PARTIES HEREBY RECORD

THEIR UNDERSTANDING AS FOLLOWS.

(1) The Parties shall constitute a Working Group consisting , of 4 persons, out of which each party
will nominate two representatives within a period of 15 days from the date, of execution, of these

21
presents. The representatives nominated by the parties shall have the authority to represent and
bind appointing party, In all mafters1hat come before it. The working group shall establish the
rule, procedure, frequency and place of meeting. XYZ shall while nominating its representatives
shall, nominate the person out of two persons nominated by it, to act as chairman of the Working
Group ,The Working Group shall submit a joint report every month to both the parties about the
progress made by it and the parties will have right to give suggestions to the Working Group
relating to the functioning and working of the Group.

(2) The Working Group appointed by the parties shall act to achieve the objectives of this
Memorandum and will try to finalise the blue print of the business/s, which may be established by
both the parties in India or Germany. The said group may also appoint consultants and advisors to
help them in coming to a conclusion about the business activities to be conducted by the parties.

(3) Subject to the provisions of clause (4), all expenses and costs incurred by a party in relation to
the Memorandum shall be borne and paid by the party incurring the same and the other party will
not be liable to reimburse the expenses incurred by it.

(4) The costs and. expenses incurred by the Working Group relating to the appointment. of
consultants and advisors will be borne by ABC, and 50% of the said costs and expenses, will be
reimbursed by the XYZ to ABC. The ABC will submit a bill for reimbursement of the costs and
expenses to XYZ along with the details and copies of the bills/receipts relating thereto. XYZ will
make the payment of the bill to ABC within 15 days from the date of the receipt of ,the said bill..

(5) Any letter or notice required to be sent or required to be made under this Memorandum shall
be in writing, signed by the authorised representative of the party giving such notice, and shall be
sent by facsimile transmission or by registered air mail to the other party at its address set forth
herein above or at such other address as such other party may subsequently notify.

(6) Both the parties agree that it and its associates or affiliates shall not associate individually or
in combination with others, directly or indirectly relating to the subject matter of this
Memorandum, except with the consent of the other party.

22
(7) This Memorandum shall remain in force for one year from the date of these presents or the
execution of an agreement between the parties or agreement of the parties to terminate or otherwise
withdraw from this Memorandum.

(8) The parties agree that the release and contents of all public announcements, other than when
such disclosure is required under any law, relating to this Memorandum shall be made by any party
with the prior written approval of the other party.

(9) The obligations of the Parties under clauses of this Memorandum are of binding nature
and shall survive the termination or expiration of this Memorandum.

(10) It is made clear that the Parties have no intention to bind each other by this Memorandum and
no party will have the right to file any claim against the other party for the breach of the
Memorandum. It is specifically made clear that by this Memorandum, the Parties do not intend to
create a partnership, joint venture or collaboration or any company or any other entity of
whatsoever nature.

IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS MEMORANDUM TO

BE EXECUTED THROUGH THEIR AUTHORISED REPRESENTATIVES on the day and
year first hereinabove written.

Signed and delivered by the within named XYZ

In the presence of Ramesh

Signed and delivered by the within named ABC Ltd.

in the presence of
1. Harish
2. Jayesh

23
 EXCHANGE DEED

THIS DEED made at Mumbai on this 29th day of March 2022 between Jay Darji son of Shri
Vijay Darji resident of Borivali, Mumbai, hereinafter called "the Party of the First Part") of the
ONE PART and Suerndrasingh Zala son of Shri Surendrasingh Zala resident Borivali, Mumbai
(hereinafter called "the Party of the Second Part") of the OTHER PART.

WHEREAS

(1) The party of the First Part is seized and possessed of or otherwise well and sufficiently entitled
to the plot and building situate at Borivali, Mumbai and more particularly described in the First
Schedule hereunder written

(2) The party of the Second Part is seized and possessed of or otherwise well and sufficiently
entitled to the plot and building situated at Dadar, Mumbai and more particularly described in the
Second Schedule hereunder written.

(3) The parties hereto have agreed to exchange the said properties described in the First and Second
Schedules hereto in the manner hereinafter appearing

NOW THIS DEED WITNESSETH AS FOLLOWS:

(1) In pursuance of the said agreement and in consideration of the transfer by the of the Second
Part conveying to the party of the party of first First Part the land and building situate at Dadar,
Mumbai and more particularly described in the Second Schedule hereunder written, the party of
the First Part hereby grants and conveys by way of exchange unto the party of the Second Part
absolutely and forever all that piece of land and building .and more particularly described in the
First Schedule hereunder written together with all and singular the court yards, areas, compounds,
sewers, common gullies, ditches, fences, trees, drains, ways, paths, passages waters, water courses,
plants, lights, liberties, privileges, assessments, profits, advantages, rights, members and
appurtenances whatsoever to the said property or any part thereof belonging to in any wise

24
appurtaining to or with the same or any part thereof now or at any time heretofore usually held,
used, occupied or enjoyed therewith or reputed or known as part of member thereof to belong or
be appurtenant thereto and all the estate, right, title, interest, property, benefit, claim and demand
whatsoever with law and in equity of the party of the First Part in, to, out of or upon the said
property or any part thereof to have and to hold the property hereby granted, conveyed or intended
or expressed so to be with their and every of their rights, members and appurtenances unto and to
the use of the party of the Second Part subject however to the payments of all rents, rates, taxes,
assessments, duties and dues now chargeable upon the same or hereafter become payable to the
Government of India, Government of Maharashtra or to the Municipal Corporation or any other
authority or public body in respect of the said property.

(3) Each of the parties hereto hereby covenant with the other that:

(a) He has now good right, full power and absolute authority to transfer, assign and convey the
transfer, assignment conveyance of the said property hereby transferred, assigned and confirmed
or intended or expressed so to be unto and to the use of the other party in the manner aforesaid.

(b) That the other party shall and may at all times hereinafter peaceably and quietly to hold, enter
upon, have, occupy, possess and enjoy the said property hereby transferred, assigned with that
appurtenances and to receive the rents, issues and profits thereof and of every part thereof to and
for their own use and benefit, as may be permissible in law without any suit, lawful eviction,
interruption, claim and/or demand whatsoever from him or his successor or any of them or from
or by any person lawfully or equitably claiming or to claim by any person lawfully or equitably
claiming or to claim by, from, under or in trust for them or any of them.

(c) The said land and buildings are free and clear and freely and clearly and absolutely acquitted,
exonerated, released and for ever discharged or otherwise by each of them well and sufficiently
saved, defended, kept harmless and indemnified of, from and against all former and other estates,
titles, charges and/or encumbrances whatever had made, executed, occasioned or suffered by him
the covenanting party or by any other person or persons lawfully or equitably claiming or claim
by, from, under or in trust for them or any of them

25
(d) He and all persons claiming any estate, right, title or interest in law or in equity in the property
assigned, transferred and confirmed or any part thereof by firm and/or in trust for him or his
representatives successors, assigns shall and will from time to time and at all times hereafter at the
request and the cost of the other do execute or cause to be done, executed all such further and other
lawful and reasonable acts, deeds, things, matters, assignments and assurances in law whatsoever,
for the better and further and more perfectly and absolutely transferring, assigning, conveying the
said land and building and every part thereof hereby transferred and assigned unto and to the use
of the other in the manner aforesaid as shall or may be reasonably required by the other or his
successors, or assigns or his counsel7in-law.

(e) The said land and building is free from any mortgage, charge, lien, attachment, fis pendens or
other encumbrance of any kind and all rents, rates, taxes, assessments, dues, duties of the said land
and building has been paid by him upto and including the date of these presents and should any
rates, taxes, dues and duties be found payable upto that date, the same shall be and will be paid by
him.

(f) Each party has handed over to the other party all documents of title relating to or belonging to
or connected with the said land and building transferred, assigned or conveyed by him to the other
party and each party hereby declares and confirms that he does not have any other documents of
title and should he come in possession of any evidence or document of or relevant to title, he shall
and will hand over or cause to be handed over to the other party or any person claiming through
or under him

(4) Each party hereby confirms that he has handed over to and placed the other party in possession
and title deeds of the property transferred, assigned and conveyed by him

(5) It is hereby declared that the value of the property mentioned in each of Schedules hereto is
Rs . 4,00,00,000

26
IN WITNESS WHEREOF, the parties have set their hands to these presents on the day and year
first hereinabove written
First Schedule above referred to
(Description of property transferred by the party of the First Part)
Second Schedule above referred to
(Description of property transferred by the party of the Second Part)

WITNESSES

1 Signed and delivered by the within named party of the First Part
2. Signed and delivered by the within named party of the Second Part

27
 CONFIDENTIALITY AGREEMENT

This Non-disclosure Agreement (the "Agreement") is entered into by and between

Mr.Bhagwatsingh Zala with its principal offices at Churchgate, Mumbai ("Disclosing Party")
and Mr.Surendrasingh Zala, located at Borivali ("Receiving Party") for the purpose of
preventing the unauthorized disclosure of Confidential Information asdefined below. The
parties agree to enter into a confidential relationship with respect to the disclosure of certain
proprietary and confidential information ("Confidential Information").

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential

Information" shall include all information or material that has or could have commercial value or
other utility in the business in which Disclosing Party is engaged. If Confidential Information is
in written form, the Disclosing Party shall label or stamp the materials with the word
"Confidential" or some similar warning. If Confidential Information is transmitted orally, the
Disclosing Party shall promptly provide a writing indicating that such oral communication
constituted Confidential Information.

2. Exclusions from Confidential Information. Receiving Party's obligations under this

Agreement do not extend to information that is: (a) publicly known at the time of disclosure or
subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or
created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the
Receiving Party through legitimate means other than from the Disclosing Party or Disclosing
Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior
written approval.

3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential
Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Receiving Party shall carefully restrict access to Confidential Information to employees,
contractors, and third parties as is reasonably required and shall require those persons to sign
nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall
not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to
the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to
28
Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its
possession pertaining to Confidential Information immediately if Disclosing Party requests it in
writing.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination
of this Agreement and Receiving Party's duty to hold Confidential Information in confidence
shall remain in effect until the Confidential Information no longer qualifies as a trade secret or
until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this
Agreement, whichever occurs first.

5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party
a partner, joint venturer or employee of the other party for any purpose.

6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

7. Integration. This Agreement expresses the complete understanding of the parties with respect
to the subject matter and supersedes all prior proposals, agreements, representations, and
understandings. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of
prior or subsequent rights.

This Agreement and each party's obligations shall be binding on the representatives, assigns, and
successors of such party. Each party has signed this Agreement through its authorized
representative.

Disclosing PartyBy: Receiving PartyBy:

Mr.Bhagwatsingh Zala Mr.Surendrasingh Zala

29
 BOARD RESOLUTION

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE

BOARD OF DIRECTORS OF J.B.ENTERPRISES PRIVATE LIMITED HELD ON 29th
MARCH AT DAULAT NAGAR, BORIVALI EAST

RESOLVED THAT the company has decided to authorize, Mr. Raghunathsingh Zala and is
hereby authorized to sign and submit all the necessary papers, letters, forms, etc. to be submitted
by the company in connection with “authorizing any of the personnel of the company (applicant)
to procure Digital Certificate”. The acts done and documents shall be binding on the company,
until the same is withdrawn by giving written notice thereof.

RESOLVED FURTHER THAT, a copy of the above resolution duly certified as true by designated
director / authorised signatory of the company be furnished to Bhavani Enterprises Sign
Securities Private Limited and such other parties as may be required from time to time in
connection with the abovematter.
For the Organization,

(Seal & Signature)

Name:
Surendrasingh Zala
Designation : Managing Director

30