JOINT DEVELOPMENT AGREEMENT THIS JOINT DEVELOPMENT AGREEMENT is made and entered into on this Twenty Eighth day of September Two Thousand Twelev (28.09.2012) at Hoskote by and between – 1. SRI. H. N. Abbbb S/o. Late H. M. bbbbbba, Aged about 63 years, 2. SMT. H. A. bbbb D/o. Sri. H. N. Aiybbbbbbbbpa, Aged about 25 years, 3. KUM. H. A. bbbbbbbbbb D/o. Sri. H. N. Aiybbbbbbbbbbb, Aged about 23 years, 4. KUM. H. A. bbbbbbbbbb D/o. Sri. H. N. xxxxxxxxx Aged about 21 years, 5. KUM. H. A. SRIVIDfffffffffffff D/o. Sri. H. N. ffffffffffff Aged about 20 years, 6. CHI. H. A. JAdddddddddddd, S/o. Sri. H. N. Aiyannappa, Aged about 18 years, 7. SRI. H. N. MUNISHAdddddddddddd, S/o. Late H. M. Narayanappa, Aged about 52 years, Page 1 of 36 8. KUM. H. M. ffffff, D/o. Sri. H. N. Munisffffffffff, Aged about 20 years, 9. KUM. H. M. gggggggggg D/o. Sri. H. N. ggggggggggggg, Minor, aged about 18 years, All are residents of hhhhhhhhhhhh BENGALURU RURAL DISTRICT. hereinafter unless otherwise specified, referred to as the “OWNERS” (which expression wherever the context so requires or admits of, shall mean and include their respective heirs, legal representatives, executors, administrators & assigns) of the ONE PART; AND – 1. SRI. bbbbbbbbbbbb S/o. Sri. bbbbbbbbb Aged about 35 years, Residing at bbbbbbbbbbbbb BENGALURU – 560 085. 2. SRI. bbbbbbbbbbbbbbb S/o. Sri. bbbbbbbbbbbb Aged about 45 years, R/a. No. bbbbbbbbbbbb BENGALURU – 560 018. Hereinafter unless otherwise specified, together referred to as the “DEVELOPERS” (which expression wherever the context so requires or admits Page 2 of 36 of, shall mean and include their respective heirs, legal representatives, executors, administrators & assigns) of the OTHER PART; WITNESSES AS FOLLOWS: A. WHEREAS, Sri. H. N. Aibbbnappa, the first named of the OWNERS is the absolute owner in peaceful possession and enjoyment of all that piece and parcel of the residentially converted land measuring Acre vvvvvvv Guntas, comprised in Sy. Noccccccccccccc Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, morefully described in Schedule-A hereunder and hereinafter referred to as SCHEDULE-A LAND; B. WHEREAS, Sri. H. N. Munishamappa, the seventh named of the OWNER is the absolute owner in peaceful possession and enjoyment of all that piece and parcel of the residentially converted land measuring 01 Acre vvvvvvv Guntas, comprised in Sy. No. vvvvvvvvv Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, morefully described in Schedule-B hereunder and hereinafter referred to as SCHEDULE-B LAND; C. WHEREAS, Sri. H. N. Babu, the eleventh named of the OWNER is the absolute owner in peaceful possession and enjoyment of all that piece and parcel of the residentially converted land measuring 01 Acre 07 Guntas, comprised in Sy. No. vvvvvvvvvvvv of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, morefully described in Schedule-C hereunder and hereinafter referred to as SCHEDULE-C LAND; D. WHEREAS, the Schedule-A, Schedule-B and Schedule-C Lands, in all measuring 03 Acres 37 Guntas, comprised in old Sy. No. 412 and after Hissa, bearing Sy. Nos. vvvvvvvvv, and vvvvvvvvv respectively of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, mentioned hereinbelow, unless otherwise specified, are collectively hereafter referred to as “SCHEDULE LANDS”. Page 3 of 36 E. WHEREAS, Sri. H. M. Narayanappa (the father of the first, seventh and eleventh named of the OWNERS herein and the grandfather of the remaining OWNERS herein,), was in possession and enjoyment, as an absolute owner of all that piece and parcel of property bearing Sy. No. vvvvvvvvvvv of Hoskote Village, having purchased the same under a Sale Deed, dated: 05.03.1968, registered as document No. vvvvvvvv68-69 at Pages 52-55 of Volume 1219 of Book-I, in the office of the Sub-Registrar, Hoskote, from its previous owners Mr. vvvvvvvv, S/o. Late v and his three children, F. WHEREAS, the said Sri. H. M. Narayanappa died intestate, leaving behind his wife, Smt. Ramakka and their four children, i.e., Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu and Smt. H. N. Shakunthalamma, as his only surviving legal heirs to succeed to his estate. G. WHEREAS, Smt. Ramakka and her four children, i.e., Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu and Smt. H. N. Shakunthalamma, all being the legal heirs of Late H. M. Narayanappa, entered into a Deed of Partition, dated: 20.11.2004, registered as document No. HSK-1vvvvvvvv of Book-I and stored in C. D. No. HSKD28, in the office of the SubRegistrar, Hoskote, Bangalore, partitioning thereunder several properties, including land measuring 03 Acres 36 Guntas, comprised in Sy. No. 412 of Hoskote Village, among themselves. That in terms of such partition, the Schedule-B Properties enumerated therein was allotted to share of Sri. H. N. Aiyannappa, the first named of the OWNERS herein, and Item No. 7 of the Schedule-B Property mentioned therein is land in an extent of 01 Acre 25.08 Guntas, comprised in Sy. No.vvvvvvvvv of Hoskote Village, Kasaba Hobli, Hoskote Taluk, i.e., the Schedule–A Land herein. Likewise, the Schedule-C Properties enumerated therein was allotted to share of Sri. H. N. Munishamappa, the seventh named of the OWNERS herein, and Item No. 7 of the Schedule-C Property mentioned therein is land in an extent of 01 Acre 04.08 Guntas, comprised in Sy. No.vvvvvvvv of Hoskote Village, Kasaba Hobli, Hoskote Taluk, i.e., the Schedule–B Land herein, and likewise, the Schedule-D Properties enumerated therein was allotted to share of Sri. H. N. Babu, the eleventh named Page 4 of 36 of the OWNERS herein, and Item No. 7 of the Schedule-D Property mentioned therein is land in an extent of 01 Acre 07 Guntas, comprised in Sy. No.412 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, i.e., the Schedule–C Land herein; H. WHEREAS, on the basis of such Partition Deed, mutation came to be ordered and recorded in the names of Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu, in respect of their respective holdings in Sy. No. vvvvvvvvv of Hoskote Village, vide, MR.104/2004-05, and accordingly the names of Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu came to be recorded in the RTCs, as owners, occupiers and cultivators of their respective holdings in the Schedule Lands, in respect of which hissa phodi was effected in terms whereof, the share of Sri. H. N. Aiyannappa came to bear Sy. No. 412/1 and the share of Sri. H. N. Munishamappa came to bear Sy. No. vvvvvvvvvv and likewise, the share of Sri. H. N. Babu came to bear Sy. No. 412/3 and that ever since from the date of acquisition of title, the Vendors have been in continuous peaceful possession and enjoyment of the said lands as absolute co-owners by paying taxes regularly in respect of the said lands; I. WHEREAS, all the above said lands have been converted from agricultural to non-agricultural residential purposes, vide Official Memorandum bearing No. ALN (HOKA) CR. 77/2011-12, dated: 27.01.2012, of the Additional Deputy Commissioner, Bangalore Rural District, Bangalore, which residentially converted lands are morefully described in the schedule hereunder, and hereinafter collectively referred to as “SCHEDULE LANDS” and the OWNERS are in peaceful possession and quiet enjoyment of the Schedule Lands with clear, valid, subsisting, unimpeachable and marketable title to the same. I. WHEREAS, the OWNERS being desirous of improving the Schedule Lands, for the consideration received and for better capital appreciation, having negotiated with the DEVELOPERS, having necessary experience and reputation in the matter of property development, in terms of the understanding arrived at, Page 5 of 36 offered the Schedule Lands for development by formation of a residential layout therein, which was agreed to by the DEVELOPERS on the terms and conditions mutually agreed to between the OWNERS and DEVELOPERS, whereby the DEVELOPERS were empowered to obtain necessary clearances and permissions and sanction of the Layout Plan from the Competent Planning Authority concerned, in pursuance whereof, the DEVELOPERS obtained sanction of the Layout Plan from the Hoskote Planning Authority, vide No. HPA/LAO/12/ 2012-13, dated: 23.07.2012, according permission to develop the Schedule Lands along with others lands in a total extent of Acres 12=17 Guntas, comprised in various survey numbers of Hoskote Village. J. WHEREAS, the OWNERS have represented to the DEVELOPERS as follows: (a) (b) (c) that the OWNERS are well possessed and seized with the Schedule Lands and their title with regard to their respective holdings in the Schedule Lands is good, marketable and subsisting and none other has any right, title and interest or share therein. that the Schedule Lands are not subject to any encumbrances, attachments, court or acquisition proceedings or charges of any kind and if found to be subjected to any sort of encumbrances, the OWNERS undertake to clear the Schedule Lands of all such encumbrances, liens and charges whatsoever. that there are no legal impediments for the OWNERS to acquire or hold or to sell the Schedule Lands under any law for the time being in force, much less to enter into this Joint Development Agreement. That acting on the above representations, the DEVELOPERS herein, being a well known promoters in development of residential layouts in the field of property development, have agreed to the proposal made by the OWNERS subject to certain terms and conditions as mentioned below in this Development Agreement. Page 6 of 36 K. WHEREAS, the DEVELOPERS have evolved a scheme of developing a residential layout in the Schedule Lands in consultation with the OWNERS, which Schedule Lands shall be a part and parcel of and, be integrated into the larger township being developed by the DEVELOPERS and accordingly deem it desirable to reduce the terms and conditions of their arrangement into writing as is set out below under this Development Agreement: NOW THIS AGREEMENT WITNESSES AS FOLLOWS: That in pursuance of the foregoing and subject to the mutual obligations undertaken by the OWNERS and the DEVELOPERS under this Agreement, the OWNERS and the DEVELOPERS hereby agree to develop all that Schedule Lands measuring Acres 03=37 Guntas, comprised in Sy. No.412/1, 412/2 and 412/3 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, and that – 1. (a) On the execution of this Agreement, the DEVELOPERS will become entitled to develop the Schedule Lands as a residential Layout, at their own cost and expenditure. (b) The DEVELOPERS shall lay out, carve and complete for the OWNERS their share of conveyable sital areas in the Schedule Lands, in consideration of the DEVELOPERS’ SHARE of the Schedule Lands herein agreed to be transferred from the OWNERS to the DEVELOPERS. (c) In consideration of the DEVELOPER completing the OWNERS entitlement as aforesaid to the OWNERS, the OWNERS shall convey the DEVELOPER’S SHARE in the Schedule Lands to the DEVELOPERS or their nominee/s PERMISSION FOR DEVELOPMENT: Page 7 of 36 1.1) The OWNERS authorize the DEVELOPERS and the DEVELOPERS agree to undertake the development of the Schedule Lands by developing a Layout as per Sanctioned Plan subject to the terms of this Agreement. The development shall be of first class quality and standard specifications as agreed to between them. 1.2) This Agreement by itself shall be construed as a Letter of Authority for the DEVELOPERS to undertake the development work of the Schedule Lands. 1.3) The OWNERS shall not revoke the permission so granted to the DEVELOPERS, under any circumstances, till completion of the entire project as the DEVELOPERS will be marketing their share of the developed layout and incurring expenditure for developing the layout. 1.4) The OWNERS hereby agree not to interfere or interrupt in the course of development of the Schedule Lands and/or commit any act or omission having the effect of delaying or stopping the work that has to be done under this Agreement. 2. PLANS/LICENCES: 2.1) The DEVELOPERS shall prepare the necessary plans, drawings, designs as required and shall obtain such sanctions/licenses and permissions as are necessary from the concerned competent authorities. The responsibility and expenses for preparing such plans and obtaining of such permissions, approvals, and licenses shall be borne by the DEVELOPERS. 2.2) The DEVELOPERS shall at their own cost, be also responsible to obtain all necessary sanctions, permissions, No Objection Certificates, approvals, etc., whatsoever, as may be required at the discretion of the DEVELOPERS. 3. DEVELOPMENT: Page 8 of 36 3.1) The DEVELOPERS shall develop the Schedule Lands into a residential layout, to integrate into the larger development with all the amenities, like roads, drains, water lines with overhead tank and electricity connections, etc., as per the standard specifications agreed between the parties. 3.2) The DEVELOPERS will be entitled to engage Architects, Engineers, Contractors and others, as they deem fit to execute the development work, however in case of disputes between the DEVELOPERS and their contractors, architects, engineers and other workmen, suppliers of materials and other persons who are engaged by the DEVELOPERS in the development of the Schedule Lands, the same shall be settled by the DEVELOPERS and the OWNERS shall have no liability of any nature whatsoever. 3.3) The DEVELOPERS hereby agree, assure and covenant that the quality and specifications of the development shall be identical in respect of the shares of both the OWNERS and DEVELOPERS of the proposed layout being developed on the Schedule Lands. 4. COST OF DEVELOPMENT/FINANCIAL CONSIDERATION: 4.1) The entire cost of development of the layout on the Schedule Lands including the area falling to the share of the OWNERS shall be borne by the DEVELOPERS. The OWNERS shall not be required to contribute any amount towards the cost of development. 4.2) Any claim, cost, charge, expenses or compensation to be paid to the labour employed by the DEVELOPERS, shall be paid by the DEVELOPERS and the OWNERS shall not be responsible in any manner whatsoever for such claims. 4.3) The DEVELOPERS have this day paid unto the OWNERS, a sum of Rs.20,00,000/- by way of (a) Cheque bearing No.861004 for Rs.10,00,000, Page 9 of 36 dated: 08.08.2011 and (b) Cheque bearing No.926171 for Rs.10,00,000, dated: 20.08.2011, both drawn on Karnataka Bank Ltd., Srinagar Branch, Bangalore, favouring Sri. H. N. Aiyannappa, constituting refundable and adjustable advance in terms of this Joint Development Agreement, the receipt of which amount, the OWNERS hereby acknowledge. 4.4) The amounts specified hereinabove shall constitute refundable and adjustable advance payment constituting the consideration for Joint Development, calculated at the rate of approximately Rs. 5,00,000/- per acre, which refundable advance as specified above shall be liable to be refunded and repaid by the OWNERS to the DEVELOPERS at the time of delivery of OWNERS SHARE of sital areas. 5. SHARING OF DEVELOPED SITAL AREA/CONSIDERATION: 5.1) The parties agree that the Schedule Lands should be developed as a layout by carving out residential sites, by laying roads and providing the amenities like, water, electricity and drainage, as per the Layout Plan approved by the Planning Authority concerned, i.e., the Hoskote Planning Authority. The parties agree to share the developed sital area in the layout in the following ratio: (a) 40% (forty percent) to the DEVELOPERS and hereafter referred to as the DEVELOPERS’ SHARE/AREA. (b) 5.2) 60% (sixty percent) to the OWNERS and hereafter referred to as the OWNERS’ SHARE/AREA. In consideration of the OWNERS agreeing to transfer specified 40% (forty percent) share in the sites formed in the Schedule Lands to the DEVELOPERS or their nominee/s, the DEVELOPERS shall develop and deliver 60% (sixty percent) of the sital area in the Schedule Lands for the absolute use and/or benefit and ownership of the OWNERS. The cost of Page 10 of 36 development and completion of the civil works of the entire layout including the share of the OWNERS shall be borne by the DEVELOPERS alone. 5.3) The OWNERS shall be entitled to sell, mortgage, gift, lease or otherwise dispose of their 60% share in the Schedule Lands and shall be entitled to all income, gains, capital appreciation and benefit of all kinds of description accruing, arising or flowing there from and shall be entitled to sell the same at their sole discretion. 5.4) The DEVELOPERS shall be entitled to the remaining 40% share in the Schedule Lands and shall be entitled to all income, gains, capital appreciation and benefit of all kinds of description accruing, arising or flowing there from and shall be entitled to sell the same at their sole discretion. 5.5) The OWNERS and the DEVELOPERS confirm that the specific sites by their numbers and dimensions, constituting the 40% share in the Schedule Lands falling to the share of the DEVELOPERS and known as the DEVELOPERS’ SHARE and the specific sites by their numbers and dimensions, constituting the 60% share in the Schedule Lands falling to the share of the OWNERS and known as the OWNERS’ SHARE shall be identified and agreed upon by the parties by entering into a Sharing/ Allocation Agreement at a later date, on the Layout Plan being approved by the Competent Planning Authority. 6. TIME FOR COMPLETION: 6.1) The DEVELOPERS shall carry on with the developmental work and complete the layout work in terms of this Agreement, within 18 (Eighteen) months from the date of sanction of Layout Plan, without undue delay. Page 11 of 36 6.2) The time specified above, however, shall be liable to be extended in the event of force majeure, acts of god, Governmental interference, title litigations or change of policy and/or such other event rendering completing of the Layout beyond the powers and capacity of the DEVELOPERS for no fault of the DEVELOPERS. 7. 7.1) TITLE: The OWNERS have delivered unto the DEVELOPERS all the original documents of title pertaining to the Schedule Lands. 7.2) The OWNERS assure that the above named owners are the only persons having right, title and interest in and over the Schedule Lands and that no other person has any share, claim, right, title or interest in the Schedule Lands. 7.3) That the OWNERS hold out and declare that their title to the Schedule Lands is good, legally valid, subsisting and marketable and that there are no legal impediments to enter into this Joint Development Agreement. 8. INDEMNITY: 8.1) The OWNERS shall keep the DEVELOPERS fully indemnified and harmless, against any loss or liability, cost or claim, action or proceedings that may arise against the DEVELOPERS on account of any defect in or want of title on the part of the OWNERS or on account of any delay caused at the instance of the OWNERS 8.2) The DEVELOPERS shall keep the OWNERS fully indemnified and harmless against any loss or liability, cost or claim, action or proceedings that may arise against the OWNERS in respect of the Schedule Lands by reason of any failure on the part of the DEVELOPERS to discharge their liabilities/obligations to the labour employed by them or any claims of the labour contractors or on account of any act of omission or commission in Page 12 of 36 using the Schedule Lands and further the DEVELOPERS shall be fully liable and responsible to the Government or any statutory authority and all other authorities for compliance of all the statutory requirements regarding the development work of formation of residential layout. 9. TRANSFER OF DEVELOPERS’ SHARE/POWER OF ATTORNEY: 9.1) The OWNERS agree to willfully participate and co-operate with the DEVELOPERS and sign all such documents, deeds, applications, affidavits, indemnities, whatsoever required to facilitate the DEVELOPERS to seek and obtain sanction of conversion, No objection Certificates, approvals, permissions as also approval of the Layout Plan. 9.2) That in the alternative the OWNERS agree and undertake to execute an appropriate General Power of Attorney nominating the DEVELOPERS or their nominee/s empowering such Attorney to do all such acts, deeds and things as may be required and contemplated for purposes of Clause-9.1 hereinabove. 9.3) That the OWNERS agree and undertake to execute and cause registration of proper General Powers of Attorney as may be required, simultaneously at the time of and along with the execution of the Allocation/Sharing Agreement, thereby empowering the DEVELOPERS to sell, transfer and convey sites falling to the share of the DEVELOPERS constituting the DEVELOPERS’ SHARE of the Schedule Lands. 9.4) That in the meanwhile, the OWNERS confirm having no objection for the DEVELOPERS by virtue of this Joint Development Agreement to assign all their rights under this Agreement in favour of a third person, however, with the written consent in that behalf being first obtained from the OWNERS as also no objection for the DEVELOPERS to enter into any Memorandum or Agreement whatsoever for sale of the DEVELOPERS’ SHARE of sites in favour of prospective purchaser/s, for such Page 13 of 36 consideration as may be deemed fit at the sole discretion of the DEVELOPERS. 9.5) The stamp duty, registration charges and expenses in connection with the preparation and execution of the Deed/s of Conveyance and/or other documents relating to DEVELOPERS’ SHARE in the land comprised in the Schedule Lands agreed to be conveyed to the nominees of the DEVELOPERS shall be borne by the DEVELOPERS alone. 9.6) The OWNERS shall on execution of this Agreement, when called upon by the DEVELOPERS, execute one or more General Powers of Attorney (G.P.As) in favour of the DEVELOPERS herein granting powers and authority to the DEVELOPERS to act for and on behalf and in the name of the OWNERS in respect of the matters set out therein with regard to the Schedule Lands and the terms of this Agreement. 9.7) That in the event of any of the OWNERS not being able to get specific sites carved within the boundaries of the Schedule Lands, by virtue of any road or other development being permitted in such items of Schedule Lands, as per the Approved Plan of the Competent Authority, the DEVELOPERS shall facilitate to ensure allocation and sharing of the OWNERS SHARE of sites from other items of lands, in which event the ensuing expenses regarding stamp duty, registration fee, etc., in respect of such conveyances, in favour of the OWNERS shall be borne by the DEVELOPERS and the OWNERS in the ratio of 75:25, i.e., 75% to be borne by the DEVELOPERS and 25% to be borne by the OWNERS. 10. TAXES, MAINTENANCE, DEPOSITS, ETC., 10.1) The OWNERS shall be liable to bear and pay the property tax pertaining to the Schedule Lands up to the date of this Agreement. Page 14 of 36 10.2) After completion of development of the Schedule Lands, the municipal tax in respect of the OWNERS SHARE shall be borne by the OWNERS and the DEVELOPERS shall bear the municipal tax in respect of the DEVELOPERS’ SHARE. 10.3) The DEVELOPERS shall be liable to bear and pay all such taxes, cess, levies, rates and charges, including incidence of capital gains tax or income tax, in respect of DEVELOPERS’ SHARE of the Schedule Lands and all such outgoing charges thereof and all such statutory dues and fines, if any, as may be called upon and applicable in respect of this Joint Development Agreement. 10.4) That likewise, the OWNERS shall be liable to pay all such taxes, cess, levies, statutory charges, etc., including incidence of capital gains tax or income tax, in respect of their share of the Schedule Lands or by virtue of this Joint Development Agreement. 11. OBLIGATIONS OF THE OWNERS: The OWNERS Shall – (a) (b) (c) (d) make their title to the Schedule Lands perfect, absolute, clear and marketable; pay up-to-date taxes till the date of delivery of possession of the Schedule Lands as contemplated hereinabove; adhere to the terms and conditions hereinabove mentioned; simultaneously with the execution of the Sharing/Allocation Agreement, to execute General Power of Attorney in favour of the DEVELOPERS in respect of the DEVELOPERS 40% (forty percent) share of the developed sital areas in the Schedule Lands for purposes of sale and conveyance of sites, constituting the DEVELOPERS SHARE in the Schedule Lands; Page 15 of 36 (e) (f) (g) 12. to furnish and deliver xerox/certified copies, in the first instance and deliver to the custody of the DEVELOPERS at the time of execution of this Joint Development Agreement, all the original documents of title, pertaining to the Schedule Lands; to permit inspection and copies of the original title deeds, pertaining to the Schedule Lands, during the interregnum period; to do all such acts, deeds and things in order to effectuate the completion of layout; OBLIGATIONS OF THE DEVELOPER: The DEVELOPER shall – (a) (b) (c) (d) (e) 13. obtain change of land use, if need be, of the Schedule Lands to be able to develop the Schedule Lands into a residential layout, from the Competent Authority; complete development and deliver possession of the OWNERS developed sital area with in the period agreed, but subject to Clause-5 hereinabove mentioned; be liable for all statutory liabilities arising with regard to employment of Professionals, workmen, contractors, etc., to pay all statutory deposits, levies, charges, whatsoever with regard to the project herein envisaged; on completion of the civil works, to make over to the OWNERS, the OWNERS’ SHARE of sites or in the event of exercise of pre-emptive right of purchase of sites, to pay to the OWNERS, the mutually agreed consideration for transfer and sale of such sites; FURTHER RIGHTS OF THE DEVELOPER: Page 16 of 36 13.1) The DEVELOPERS shall have at their option a further right of construction or utilization of the plots carved out of the Schedule Lands, constituting the DEVELOPER’S SHARE, as may be required by the DEVELOPER, at their sole discretion, without reference to the OWNERS or without liability in that regard to the OWNERS. 13.2) The DEVELOPERS shall have right to decide the manner and method of approaches and integration of the Schedule Lands in the larger development at their sole discretion. 14. NAME OF THE PROJECT: The name of the layout or block may be decided by the DEVELOPERS and shall at any rate form part and parcel of and integrate into the larger development. 15. BREACH AND CONSEQUENCES: 15.1) In the event of breach by either party, the other party (the aggrieved party) shall be entitled to specific performance and also be entitled to recover all losses and expenses incurred as a consequence of such breach from the party committing breach. 16. OTHER MATTERS: 16.1) All amendments or modifications or instructions and confirmations required under this Development Agreement shall be made by mutual consent and they must be in writing, identified as an amendment/ Rectification to this Agreement and signed by an authorized representative of each party. 16.2) This Development Agreement and the General Power of Attorney executed by the OWNERS in favour of the DEVELOPERS shall be duly stamped and registered before the Sub-Registrar, exercising relevant Page 17 of 36 jurisdiction over the Schedule Lands. The expenses relating the same shall be borne by the DEVELOPERS only. 17. MISCELLANEOUS: 17.1) The invalidity or unenforceability of any provision of this Development Agreement shall not affect the validity or enforceability of any other provision of this Development Agreement, each of which shall remain in full force and effect. If one or more provisions of this development Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event the parties cannot reach a mutually agreeable and enforceable replacement for such provisions, then (i) such provisions shall be excluded from the Development Agreement, (ii) the balance of the Development Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Development Agreement shall be enforceable in accordance with the terms contained therein. 17.2) All the original rights of the parties under this Agreement will remain in full force notwithstanding the failures of either party to insist upon the strict performance of this Agreement by the other party. Any neglect or forbearance or delay in enforcement in any rights thereof will not be construed as a waiver of the same and both the parties will at any time thereafter be entitled to call upon the other party to comply strictly with the provisions hereof, whether for the same or for a subsequent default. 17.3) This Agreement is duly executed and the original shall be with the DEVELOPERS and a certified/xerox shall be with the OWNERS. 18. NOT PARTNERSHIP Page 18 of 36 The development contemplated under this agreement shall not be considered as partnership as contemplated either under the Indian Partnership Act, 1932, or the Income Tax Act, 1961. This Agreement is not an Agreement of Sale or Transfer under section 53A of the Transfer of Property Act. 19. AMENDMENT OR WAIVER : 19.1 This Agreement nor any of the terms hereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by both the parties. 19.2 No forbearance, indulgence or relaxation of any party at any time to require performance of any provision of this Agreement shall in any way affect, diminish or prejudice the right of such party to require performance of the same by the other party. 20. ARBITRATION: In the event of any disputes between the parties hereto relating to the matters mentioned above, the same shall be resolved through Arbitration as per the provisions of the Arbitration and conciliation Act, 1996 and the statutory modifications thereof, by appointment of one Arbitrator by the OWNERS and one by the DEVELOPERS and an Umpire if necessary. The Arbitration proceeding shall be conducted at Bangalore on the date, time and place as decided by the Arbitrator/s so appointed for this purpose. 19. JURISDICTION: Page 19 of 36 The Courts in Bengaluru District alone shall have the jurisdiction to try the matters envisaged under this Agreement in the event of any dispute arising. SCHEDULE–A (land belonging to Sri. H. N. vvvvvv) All that piece and parcel of the residentially converted land measuring 01 Acre 25.08 Guntas, comprised in Sy. No.vvvvvvvvvv of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, and bounded on the – East West North South by: by: by: by: Land in Sy. No. v Land in Sy. No. vv 4vvvv Road & Land in Syvvv Halla SCHEDULE–B (land belonging to Sri. H. N. vvvvvv) All that piece and parcel of the residentially converted land measuring 01 Acre 04.08 Guntas, comprised in Sy. No.vvvvvvvvv of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, and bounded on the – East West North South by: by: by: by: Land in Sy. No. 412/3 Land in Sy. No. 412/1 Land in Sy. No. 414 Halla SCHEDULE–C (land belonging to Sri. H. N. vvvvvv) Page 20 of 36 All that piece and parcel of the residentially converted land measuring 01 Acre 07 Guntas, comprised in Sy. No.vvvvvv/3 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, and bounded on the – East West North South by: by: by: by: Land in Sy. No. vv Land in Sy. No. 412/3 Road & Land in Sy. vvvvv Halla IN WITNESS WHEREOF, the OWNERS and the DEVELOPER have executed this Joint Development Agreement, on the day, month and year first above mentioned, at Bangalore, in the presence of witnesses. WITNESSES: LAND OWNERS, 1. 1. 2. 3. 4. 5. 2. 6. 7. Page 21 of 36 8. 9. 3. 10. being minor rep. by her father& natural guardian 11. 12. being minor rep. by her father& natural guardian 4. 13. being minor rep. by his father& natural guardian DEVELOPER 1. Page 22 of 36 S 2. Page 23 of 36 GENERAL POWER OF ATTORNEY THIS GENERAL POWER OF ATTORNEY, is executed on this Twenty Eighth day of September Two Thousand Twelev (28.09.2012) by 1-12, all are residents of Melinapete, Hoskote Town, Hoskote Taluk, BENGALURU RURAL DISTRICT, hereinafter unless otherwise specified, collectively referred to as the “OWNERS” (which expression shall wherever the context so requires and permits, mean and include their respective heirs, legal representatives, successors, executors administrators and assigns) of the FIRST PART, In favour of – 1. SRI. xxxxxxxx R., S/o. Sri. Rangaswamy, Aged about 35 years, Residing at No. 38/1, S. S. D. Paradise Apartment, 10th Cross, 1st Main, Kathriguppe, B. S. K. III Stage, & 3rd Phase, BENGALURU – 560 085. Hereinafter referred to as the “FIRST NAMED DEVELOPER” 2. SRI. xxxxxxxxxxx S/o. Sri. Appu Rao, Aged about 45 years, R/a. No. 74/14, 3rd Cross, Sameerpura, K. G. Nagar, BENGALURU – 560 018. Hereinafter referred to as the “SECOND NAMED DEVELOPER” Page 24 of 36 Hereinafter unless otherwise specified ‘the first named Developer’ and ‘the second named Developer’ together referred referred to as the “DEVELOPERS” (which expression wherever the context so requires or admits of, shall mean and include their respective heirs, legal representatives, executors, administrators & assigns) of the SECOND PART; A. WHEREAS, Sri. H. N. xxxxxxxx, the first named of the OWNERS is the absolute owner in peaceful possession and enjoyment of all that piece and parcel of the residentially converted land measuring 01 Acre 25.08 Guntas, comprised in Sy. No. bbbbbbbb of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, morefully described in Schedule-A hereunder and hereinafter referred to as SCHEDULE-A LAND; B. WHEREAS, Sri. H. N. Munishamappa, the seventh named of the OWNER is the absolute owner in peaceful possession and enjoyment of all that piece and parcel of the residentially converted land measuring 01 Acre 04.08 Guntas, comprised in Sy. No. nnnnnnnnn of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, morefully described in Schedule-B hereunder and hereinafter referred to as SCHEDULE-B LAND; C. WHEREAS, Sri. H. N. Babu, the eleventh named of the OWNER is the absolute owner in peaceful possession and enjoyment of all that piece and parcel of the residentially converted land measuring 01 Acre 07 Guntas, comprised in Sy. No. nnnnnnnnn of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, morefully described in Schedule-C hereunder and hereinafter referred to as SCHEDULE-C LAND; D. WHEREAS, the Schedule-A, Schedule-B and Schedule-C Lands, in all measuring 03 Acres 37 Guntas, comprised in old Sy. No. 412 and after Hissa, bearing Sy. Nos. 412/1, 412/2, and 413/3 respectively of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, mentioned hereinbelow, unless otherwise specified, are collectively hereafter referred to as “SCHEDULE LANDS”. Page 25 of 36 E. WHEREAS, Sri. H. M. Narayanappa (the father of the first, seventh and eleventh named of the OWNERS herein and the grandfather of the remaining OWNERS herein,), was in possession and enjoyment, as an absolute owner of all that piece and parcel of property bearing Sy. No. 412 of Hoskote Village, having purchased the same under a Sale Deed, dated: 05.03.1968, registered as document No. 1005/68-69 at Pages 52-55 of Volume 1219 of Book-I, in the office of the SubRegistrar, Hoskote, from its previous owners Mr. Abdul Razaak, S/o. Late Abdul Gafoor and his three children, F. WHEREAS, the said Sri. H. M. Narayanappa died intestate, leaving behind his wife, Smt. Ramakka and their four children, i.e., Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu and Smt. H. N. Shakunthalamma, as his only surviving legal heirs to succeed to his estate. G. WHEREAS, Smt. Ramakka and her four children, i.e., Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu and Smt. H. N. Shakunthalamma, all being the legal heirs of Late H. M. Narayanappa, entered into a Deed of Partition, dated: 20.11.2004, registered as document No. HSK-104121/2004-05 of Book-I and stored in C. D. No. HSKD28, in the office of the Sub-Registrar, Hoskote, Bangalore, partitioning thereunder several properties, including land measuring 03 Acres 36 Guntas, comprised in Sy. No. 412 of Hoskote Village, among themselves. That in terms of such partition, the Schedule-B Properties enumerated therein was allotted to share of Sri. H. N. Aiyannappa, the first named of the OWNERS herein, and Item No. 7 of the Schedule-B Property mentioned therein is land in an extent of 01 Acre 25.08 Guntas, comprised in Sy. No.412 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, i.e., the Schedule–A Land herein. Likewise, the Schedule-C Properties enumerated therein was allotted to share of Sri. H. N. Munishamappa, the seventh named of the OWNERS herein, and Item No. 7 of the Schedule-C Property mentioned therein is land in an extent of 01 Acre 04.08 Guntas, comprised in Sy. No.412 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, i.e., the Schedule–B Land herein, and likewise, the Schedule-D Properties enumerated therein was allotted to share of Sri. H. N. Babu, the eleventh named of the OWNERS herein, and Item No. 7 of the Schedule-D Property mentioned Page 26 of 36 therein is land in an extent of 01 Acre 07 Guntas, comprised in Sy. No.412 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, i.e., the Schedule–C Land herein; H. WHEREAS, on the basis of such Partition Deed, mutation came to be ordered and recorded in the names of Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu, in respect of their respective holdings in Sy. No. 412 of Hoskote Village, vide, MR.104/2004-05, and accordingly the names of Sri. H. N. Aiyannappa, Sri. H. N. Munishamappa, Sri. H. N. Babu came to be recorded in the RTCs, as owners, occupiers and cultivators of their respective holdings in the Schedule Lands, in respect of which hissa phodi was effected in terms whereof, the share of Sri. H. N. Aiyannappa came to bear Sy. No. 412/1 and the share of Sri. H. N. Munishamappa came to bear Sy. No. 412/2 and likewise, the share of Sri. H. N. Babu came to bear Sy. No. 412/3 and that ever since from the date of acquisition of title, the Vendors have been in continuous peaceful possession and enjoyment of the said lands as absolute co-owners by paying taxes regularly in respect of the said lands; I. WHEREAS, all the above said lands have been converted from agricultural to non-agricultural residential purposes, vide Official Memorandum bearing No. ALN (HOKA) CR. 77/2011-12, dated: 27.01.2012, of the Additional Deputy Commissioner, Bangalore Rural District, Bangalore, which residentially converted lands are morefully described in the schedule hereunder, and hereinafter collectively referred to as “SCHEDULE LANDS” and the OWNERS are in peaceful possession and quiet enjoyment of the Schedule Lands with clear, valid, subsisting, unimpeachable and marketable title to the same. WHEREAS, the OWNERS and the DEVELOPERS have entered into a Joint Development Agreement to develop the Schedule Property, on 26.04.2013, registered as Document No…….………../2012-13 of Book-I and stored in C. D. No. ……………, in the office of the Sub-Registrar, Hoskote, wherein the parties have agreed to share the Schedule Property in the ratio of 40% to the DEVELOPERS SHARE, and 60% to the OWNERS, enumerated in the Joint Development Agreement and known as the OWNERS SHARE. Page 27 of 36 WHEREAS, pursuant thereto it has become necessary for us to empower the said Developers to develop and sell their respective share of sites in the DEVELOPER’S SHARE, and hence we, the above named, do hereby appoint, nominate and constitute (i) SRI. SRINIVAS MURTHY. R., S/o. Sri. Rangaswamy, Aged about 35 years, residing at No. 38/1, S. S. D. Paradise Apartment, 10th Cross, 1st Main, Kathriguppe, B. S. K. III Stage, BENGALURU – 560 085, and (ii) SRI. RAJASHEKAR. A., S/o. Sri. Appu Rao, Aged about 45 years, residing at No. 74/14, 3rd Cross, Sameerpura, K. G. Nagar, BENGALURU – 560 018, and persons duly authorized by them from time to time as our true and lawful attorneys for us and in our name and on our behalf interalia to do all or any of the following acts, deeds and things, that is to say: A. POWER TO DEVELOP: 1) To appear for and represent us before the Bangalore Development Authority, BMRDA, Hoskote Planning Authority, Town Municipal Council, Government, Semi-Government offices, Statutory Offices, Panchayaths, Local Bodies and other Authorities, Karnataka Power Transmission Corporation Limited/KPCL/Electricity Supply Company Limited, Water Supply and Sewerage Board, Telephone Department, Police Department, Airport Authorities, Fire Force Authorities and in all other offices and apply for and obtain orders for grant of any plans, licenses, sanctions, orders etc., for developing the Schedule Lands and for the said and other purposes incidental thereto, to sign and execute necessary petitions, applications, forms, affidavits, declarations, undertakings, indemnities and other deeds containing such covenants as may be required for securing the aforesaid and to take all steps necessary to secure plans, licenses and other permissions for development and other purposes in the Schedule Lands and also apply for renewal or modifications thereof and pay necessary charges and levies and sums thereof. 2) To submit, seek, apply for and obtain necessary approval, renewal, modification of layout plans, sanctions, licenses, permissions whatsoever, to Page 28 of 36 form a layout of residential sites in the manner of a full fledged residential township with all necessary amenities and facilities in the Schedule Lands. 3) To apply for and secure electricity, water and sanitary connections, and other requirements which may be required in the Schedule Lands from the concerned authorities. 4) To appear on our behalf and in our name and to represent our interest before the City Survey Authorities, Land Revenue and Assessor of Municipal Rates and Taxes, Town Planning Authorities, and Municipal officers and Councils and other Government and Semi-Government Offices, Panchayaths, etc., for the renewal or grant of licenses and Permits or for any other purposes as may be necessary under any Local Acts, Rules or Regulations and also to appear before any public or Government office or other Authorities whomsoever in any matter relating to the Schedule Lands. 5) To appear for and represent us before any and all concerned Authorities and parties as may be necessary, required or advisable for or in connection with the development of the Schedule Lands and to make such arrangements and arrive at such arrangements as may be conducive to the development of the Schedule Lands. 6) To take out, carry on and complete the development work of the Schedule Lands by laying out roads, culverts, drains, sewerage systems, water lines, etc., and carving out sites as per the Approved Plan by engaging the services of the professionals, Architects, Engineers and workmen. 7) To entrust, assign and ensure the development work to such persons, contractors or companies as deemed fit by our attorney. 8) To apply for and obtain release of sites from the Hoskote Planning Authority and if necessary to seek modification of the Approved Plan or renewal of such Plans as may be necessary from the Hoskote Planning Authority. Page 29 of 36 9) To pay taxes, rates, charges, levies, fees, penalties, whatsoever in respect of the DEVELOPERS’ SHARE of the Schedule Lands, and to make all such deposits, payments, statutory dues, that may become necessary for obtaining sanctions, permissions, etc., from the concerned authorities in respect of the DEVELOPERS’ SHARE. B. SALE OF THE DEVELOPERS’ SHARE: 1) To negotiate for sale or otherwise dispose of by way of sale, DEVELOPERS’ SHARE of 40%, respectively, in the Schedule Lands, i.e., sites carved out of the Schedule Lands and falling to the share of the DEVELOPERS, as our attorney shall deem fit and in pursuance thereof to enter into and execute such Agreements or deeds for sale in this regard on the terms and conditions so decided by the Attorney. 2) In pursuance to the above, to receive in our Attorneys’ name, the sale consideration, from the purchaser/s and to give good, valid receipt/s and discharge for the same, which will protect such parties without seeing the application of the money. The sums received may be retained and used by our Attorneys in any manner they deem it fit and need not be paid to us in view of the Joint Development Agreement. 3) In pursuance to the above, to execute and thereafter to present any Agreement/s, Sale Deed/s or other Conveyance/s in respect of their respective share of sites in the DEVELOPERS’ SHARE of the Schedule Lands and admit the execution thereof before the Sub-Registrar having authority for and to have the same registered in the manner required under law and to do all acts, deeds and things, which the said Attorneys shall consider necessary or in any other manner as our Attorney may deem it fit so as to fully and effectually convey the same. Page 30 of 36 4) To sign and execute necessary documents, declarations, affidavits, undertakings and other documents required for completion of sale and/or transfer and/or alienation of their respective share of sites in the DEVELOPERS’ SHARE of the Schedule Lands or in respect of any matter relating to their respective share of sites in the DEVELOPERS’ SHARE and to do all other acts, deeds and things that may be necessary for achieving the purposes mentioned herein and for fully and effectually conveying DEVELOPERS’ SHARE in the Schedule Lands, as we could do ourselves, if present. C. POWER TO MORTGAGE/CREATE CHARGE: To seek, raise and borrow funds and facilities from Banks, Financial Institutions and other public by creating equitable or other mortgage/s or on the security of their respective share of sites in the DEVELOPERS’ SHARE of 40% sital area in the Schedule Lands and development rights under the Joint Development Agreement and in that regard submit all the original documents for scrutiny, deposit with intent to create mortgage and to sign and execute requisite Mortgage Deeds, Discharge Deeds or other documents as may be required thereof and on such terms and conditions as our Attorneys deem fit and get the same registered before the jurisdictional Sub-Registrar in the manner required under law and for the said purposes sign and execute necessary forms, declarations, affidavits, etc., All or any liability created by our said Attorneys herein shall be discharged by the Attorneys only and we the OWNERS shall not be liable personally or answerable to such mortgages in respect of such borrowings, mortgage, etc., committed by the DEVELOPERS. D. OTHER POWERS: 1) In case of any dispute between the Attorneys and a purchaser, to specifically enforce all the Agreements and Deeds as aforesaid in either a Court of Competent of Jurisdiction or by Arbitration. Page 31 of 36 2) To present before any Officer, Authority, Banks, Courts and Acquisition Officers, Revenue Officers, Municipal Offices in all matters relating to the DEVELOPERS’ SHARE in the Schedule Lands. 3) In pursuance to the above in order enforce or defend any acts of the respective DEVELOPERS as above or to protect their respective share of sites in the DEVELOPERS’ SHARE in the Schedule Lands, to institute, defend and prosecute, enforce or resist or continue any suit or other actions and proceedings, appeals, in any court anywhere in its Civil, Criminal, Revenue, Revision or before any Tribunal or Arbitration or Industrial Court, Income Tax and Sales Tax Authorities to execute warrant of Attorney, Vakalathnama and other Authorities to act and to plead and to sign and verify plaints, written statement, petitions and other pleadings including pleadings under Article 226 of the Constitution of India and also to present any Memorandum of Appeal, Accounts, Inventories, to accept service of summons, notices and other legal processes, enforce judgment, execute and decree or order to appoint and engage advocates, auditors, tax practitioners and other legal agents, etc., as our Attorneys think fit and proper and to adjust, settle all accounts, to refer to arbitration all disputes and differences, to compromises cases, to withdraw the same, to be non-suited and to receive delivery of documents or payments of any money or monies from any court, office or opposite party either in execution of decree or order or otherwise as they shall think fit and proper and to bid in Court and/or Revenue Sales/Auction and do all acts, deeds and things, that may be necessary or requisite in connection therewith. 4) To appear for and represent us before the Income Tax Department and its Offices and to apply for and obtain necessary Income Tax Clearance Certificates, No objection Certificates and other permissions required for completion of sale of the DEVELOPERS’ SHARE in the Schedule Lands to the extent referred above and for the said and other purposes sign and execute necessary documents, affidavits, declarations, indemnities, etc., 5) Generally to do any or all other acts, deeds and things are incidental to the execution of such powers for completion of the above. Page 32 of 36 6) That our Attorneys are also vested with powers of delegation all or any of the powers contained herein in favour of one or more person/s as may be desirable, at the sole discretion of our Attorneys. This Power of Attorney is executed in pursuance to the Joint Development Agreement and shall not be revoked until the development of the Schedule Lands are completed and shall come to an end automatically on the termination of the Joint Development Agreement. WE HEREBY AGREE AND UNDERTAKE TO RACTIFY AND CONFIRM all and whatsoever the said Attorney may lawfully do pursuant to this Power of Attorneys. SCHEDULE–A (land belonging to Sri. H. N. Aiyannappa) All that piece and parcel of the residentially converted land measuring 01 Acre 25.08 Guntas, comprised in Sy. No.mmmmmmmmmmm Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, and bounded on the – East West North South by: by: by: by: Land in Sy. No. 412/2 Land in Sy. No. 409, 410 & 411 Road & Land in Sy. No. 415 Halla SCHEDULE–B (land belonging to Sri. H. N. Munishamappa) All that piece and parcel of the residentially converted land measuring 01 Acre 04.08 Guntas, comprised in Sy. No.nnnnnnnnnnnnnnn Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, and bounded on the – Page 33 of 36 East West North South by: by: by: by: Land in Sy. No. 412/3 Land in Sy. No. 412/1 Land in Sy. No. 414 Halla SCHEDULE–C (land belonging to Sri. H. N. Babu) All that piece and parcel of the residentially converted land measuring 01 Acre 07 Guntas, comprised in Sy. No.vvvvv/3 of Hoskote Village, Kasaba Hobli, Hoskote Taluk, Bengaluru Rural District, and bounded on the – East West North South by: by: by: by: Land in Sy. No. 412 & Road Land in Sy. No. 412/3 Road & Land in Sy. No. 414 Halla IN WITNESS WHEREOF, we have executed this General Power of Attorney on the day month and year first above mentioned in the presence of witnesses, at Bangalore. WITNESSES: 1. 1.______________________ 2.______________________ 3.______________________ 4.______________________ 5.______________________ Page 34 of 36 2. 6.______________________ 7.______________________ 8.______________________ 9.______________________ 10._____________________ being minor rep. by her father& natural guardian 11._____________________ 12._____________________ being minor rep. by her father& natural guardian 13._____________________ being minor rep. by his father& natural guardian Page 35 of 36 EXECUTANTS (O W N E R S) 1. 2. DEVELOPERS (ATTORNEY) (Accepted by us) Page 36 of 36