JOINT VENTURE AGREEMENT FOR REAL ESTATE DEVELOPMENT BUSINESS AND CREATION OF

JOINT VENTURE ABZ PVT. LTD.

THIS AGREEMENT is made as of this 20th day of September, 2017 by and between:
ABC CORP. CONSTRUCTION CO., duly incorporated under the laws of Singapore,
having its registered office at 10/2 Clarke Quay, Svenson Centre Singapore 083132, (The
“First Joint Venturer” / “First Party” which expression shall, unless repugnant, to the context
of meaning thereof, include its successors and assignees) of the FIRST PART
AND
AZ DEVELOPERS LTD., duly incorporated under the Companies Act 1956,having its
registered office at 9th Floor Parihar Chambers, Aundh, Pune 411039 (the “Second Joint
Venturer”/ “Second Party”, which expression shall unless repugnant to the context of
meaning thereof, include its successors and assignees) of the SECOND PART.
WHEREAS the First Party is engaged in the business of real estate in Singapore.

WHEREAS the Second Party is engaged in the Real Estate and Construction Business in the
city of Pune, Maharashtra.

WHEREAS the Parties wish to join together in a joint venture for the purpose of performing
the Construction-Development-Sale project on property and incorporated a joint venture
company together, namely ABZ Pvt. Ltd.

RECITALS
The First Joint Venturer and the Second Joint Venturer (sometimes hereinafter
referred to collectively as the “The Parties “), by virtue of this Agreement have agreed upon
to incorporate a joint venture company, named ABZ Pvt. Ltd. duly incorporated under the
provisions of the new Companies Act 2013, having its registered office at 34, Benchmark
Arcade, Wagholkar Nagar, Pune 411014, for the limited purpose of performing the
Construction-Development-Sale project on property described in Appendix A hereto.
(hereinafter referred to as the "Property").
NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises,
warranties and other good and valuable consideration set forth herein, the Parties agree as
follows:
ARTICLE 1
GENERAL PROVISIONS.
1.1 Purposes and Scope of Joint Venture.
1.1.1 Except as otherwise expressly provided for herein, the rights and obligations
of the Joint Venturers and the administration and termination of the
Joint Venture shall be governed by this agreement and provisions of
applicable law.1

1
Note:- Applicable Law would include Companies Act 2013 including Rules, FEMA,FDI norms, RBI
Circulars and notifications, Water (Prevention and Control of Pollution) Act including Rules 1974,
Air (Prevention and Control of Pollution) Act including Rules 1981, Environmental (Protection) Act
1986, and all other applicable land, environmental and labour laws and investment laws and other
prevalent Rules, Acts & Regulations of India
 1.1.2 The Joint Venture business and affairs shall be solely conducted by the
company incorporated as above, whose purpose shall be strictly limited to the Construction-
Development and Sale of the Property, and shall not be extended by implication or otherwise
except by the written agreement of the Parties.
1.2 Formation and Name of Joint Venture Company. The business and affairs of the
Joint Venture shall be conducted solely under the name “ABZ Pvt. Ltd.” The joint venture
formed pursuant to this Agreement (the “Joint Venture”) shall do business under the name
ABZ Pvt. Ltd, and shall have its legal address at 34, Benchmark Arcade, Wagholkar
Nagar, Pune 411014. The Joint Venture shall be considered in all respects a joint venture
between the Parties, and nothing in this Agreement shall be construed to create a partnership
or any other fiduciary relationship between the Parties.
1.3 Relationships between the Parties. Nothing in this Agreement shall be deemed to
constitute a partnership or agency relationship between the parties and neither party shall
have any authority to bind or obligate the other party in any manner whatsoever in relation to
third parties.
1.4 Tenure. This Agreement shall remain in full force and effect, for a
period of five years from the date of this Agreement (the “Initial Tenure”). Upon the
expiration of the Initial Tenure, the Agreement shall be automatically renewed for successive
periods of one year each (each, a “Renewal Tenure”), unless either Party gives written notice
of termination to the other Party at least 30 days prior to (but in no case more than 60 days
prior to) the expiration of the Initial Tenure or of any Renewal Tenure. At any time, this
Agreement may also be terminated by mutual written consent of the Parties. If this
Agreement either expires or is terminated, the Joint Venture shall be terminated as well, and
all Parties’ obligations under this Agreement with respect to the operation and administration
of the Joint Venture shall no longer have force or effect.
ARTICLE 2
THE COMPANY AND ITS OBJECTIVES
2.1. Main objectives.
The main objective of the Company shall be
a) Identification and surveillance of the property as annexed in Appendix A.
b) Obtaining necessary licenses and permission for appropriate authority as required.
c) Obtaining necessary permissions from statutory authority such as FIPB as and
when required.
d) Construction of flats and row houses in the specified project undertaken in
compliance with the minimum area requirement and capitalization requirement as
per provisions of FDI for investment in real estate.
e) Selling of the property in the above estate through appropriate channels.
f) Under take any other requirement not specifically mentioned in the specifications
but otherwise required for the project.

ARTICLE 3
CONTRIBUTION, PARTICPATION AND DISTRIBUTION
3.1 Contribution. The First Joint Venturer is investing a sum of US $ 50, 00,00,000
(which is well above the minimum capitalization requirement by FEMA) in the Construction-
Development project of the newly incorporated Company. The second joint venture is the
owner of the property as annexed in Appendix A. The property from the date of the
agreement shall be transferred in the name of the company and the second joint venture will
no longer have any rights over the property in its original capacity but as joint- promoters of
the newly incorporated Company.
3.2 Other Capital Contributions. However, in the event additional capital contributions
are required in connection with the operation, management or ownership of the Property, and
such additional funds can be raised through other agreed permissible means, or otherwise the
parties agree to contribute such additional capital contributions as are necessary in the same
proportion as their allocation of profits and losses.
3.3 Undertaking by the Second Joint Venturer. The Second joint venture undertakes
that the property is free from any associated rights, liabilities, encumbrances and litigations.
3.4 Ownership Rights. Both the parties shall at all times hold equal paid up equity
capital of the incorporated Company (50% each). The authorized share capital of the
company can be increased from time to time to bring about equal participation in equity by
Both Parties.
3.5 Registration. On signing this Agreement, the parties agree to take necessary
action for the registration of the Joint Venture Company within 30 (thirty) days hereafter.

ARTICLE 4
MANAGEMENT OF THE COMPANY
The Joint Venture shall be managed according to the following terms:
4.1 A Steering committee of (four) persons shall be formed for the purpose of
carrying out pre-operative activities required or considered necessary for undertaking the
main objects or the Company as provided in article 2. The Steering Committee shall consist
of 2 (two) nominees of ABC Corporations Constructions Co. and 2 (two) nominees of AZ
Developers Ltd.
4.2 The Parties shall have the right to change their respective nominees for the
Steering Committee from time to time.
4.3 At all times, the Parties shall have equal number of Directors in the Company.
Initially, the Board of Directors of the Company shall comprise of a minimum of 8 (eight)
Directors including the Chairman. The Chairman of the Company shall be a nominee of AZ
Developers.
4.4 Save as otherwise provided in the agreement, all provisions of Companies Act
2013 would be applicable for determining the procedure for appointment, qualification
shares, management, quorum, remuneration , account and audit, removal and ancillary
issues.
4.5 In the meeting of Board of Directors, normally all matters should be decided
unanimously. However, in case of difference of opinion, matters shall be decided by a
majority of directors present at the meeting.

ARTICLE 5
DISTRIBUTION OF PROFITS
5.1 The Company shall declare dividend out of the net surplus profit after
deductions of all relevant Income Tax and other taxes and after providing for such reserves
and deductions as may be required by law or otherwise as may determined by the Board of
Directors of the Company from time to time in accordance with prudent financial practices
and business requirements.

ARTICLE 6
ASSIGNMENT
6.1 The Parties shall not be entitled to transfer or vest the shares held by it in the
Company to any other person/entity.

6.2 Neither of the parties to the agreement is entitled to assign his rights, liabilities or
obligation, or indulge in any form of corporate restructuring (except those mandated by law)
in the present joint venture to another entity without taking approval from the other party for
the same.
6.3 Neither Party may assign or transfer their respective rights except that if the
assignment or transfer is pursuant to a sale of all or substantially all of a Party’s assets, or is
pursuant to a sale of a Party’s business, then no consent shall be required. In the event that an
assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s
assets or pursuant to a sale of the business, then written notice must be given of such transfer
within 10 days of such assignment or transfer.

ARTICLE 7
CHANGE IN LAW.
During the period of AGREEMENT if any new Act, Rule, Regulation and Order come into
force, which is applicable to the Parties, The JOINT VENTURE PARTNER will be duty
bound to implement the same without delay.

ARTICLE 8
COST AND EXPENSES/CONTRIBUTIONS
Unless mutually agreed otherwise, each party shall bear its own costs and expenses in
connection with the agreement and steps taken in furtherance of the business contemplated by
this agreement until the date of execution of this Agreement.
The Parties shall each make an initial contribution to the Joint Venture according to the
following terms:
I. First Party’s Contribution: _____ by date _____
II. Second Party’s Contribution: _____ by date _____
III. A bank account at the bank of Federal Cooperative Bank, Pune, Maharashtra
shall be established by the managing party into which the financial
contributions of the Parties shall be deposited, for use in the set-up, operation,
and administration of the Joint Venture.

IV. In the event that the Joint Venture requires additional funds to be contributed
to it by the Parties, such additional contributions shall be made in the
following proportion _____.
 ARTICLE 9
MUTUAL COOPERATION AND NON-EXCLUSIVITY
1. The Parties to this agreement shall exercise their rights and shall cause their
representatives and nominees on the Board of Directors of the Company, to do and perform
all acts, deeds and things as may be necessary or expedient to give effect to the terms of this
Agreement.
2. Each of the parties hereto undertakes with the other :
I. To perform and observe and so far as it is able by the exercise of voting rights
or otherwise so to do to procure that the Company will perform and observe
all the provisions of this Agreements;
II. To take all necessary steps on its part to give full effect to the provisions of
this Agreement;
III. Without prejudice to the generality of the foregoing to exercise and procure
that every person for the time being representing it will exercise or refrain
from exercising any voting rights at any meeting of the members or of the
directors of the Company so as to ensure the passing of any and every
resolution necessary or desirable to procure that the affairs of the Company are
conducted in accordance with this Agreement and otherwise to give full effect
to the provisions of this Agreement.
3. In entering into this Agreement, the parties recognize that it is impractical to provide
for every contingency that may arise in the course of the performance thereof. Accordingly,
the Parties declare it to be their intention that this agreement shall operate between them in
accordance with terms and conditions laid down in the agreement and with fairness and
without detriment to interest of any them and if in the course of the performance of this
Agreement, unfairness to any party hereto shall be manifest, they will use their best
endeavours to remove the cause or causes of the same under the scope of this Agreement.
No Exclusivity. Neither Party shall be obligated to offer any business opportunities or to
conduct business exclusively with the other Party by virtue of this Agreement.
ARTICLE 10
GOVERNING LAW AND JURISDICTION
This Agreement shall be construed and interpreted in accordance with and governed by the
laws of India and the Courts at Pune, India only shall have jurisdiction over all matters
arising out of or relating to this Agreement.
ARTICLE 11
NOTICES
Any notice or other communication to be given by one party to another under, or in
connection with the matters contemplated by this Agreement shall -
I. be in writing, to be written in English language;
II. be delivered by hand and additionally sent by facsimile and/or by registered
acknowledgment due prepaid post or recognized courier;
III. contain the name of the person designated to whom such notice are to be
addressed.
Any notice required or otherwise given pursuant to this Agreement shall be in writing and
mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery
service

ARTICLE 12
COUNTERPARTS AND SEVERABILITY
This Agreement may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the
remainder of this Agreement shall continue in full force and effect. If any provision of this
Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if
limiting such provision would make the provision valid, then such provision shall be deemed
to be construed as so limited.
ARTICLE 13
CONFIDENTIALITY AND NON-COMPETE
It is agreed by the parties that during the term of this agreement they shall hold in confidence
and shall not disclose to any third party without mutual agreement, any technical know how,
advice, statistical or other data or information that the parties or the Company may receive
and possess. Parties hereto agree and undertake during the term of this agreement not to
compete with each other in India directly or indirectly of the business of the JVC.

ARTICLE 14
DISPUTE RESOLUTION AND ARBITRATION
In case of a dispute, the parties shall first attempt to resolve the dispute through negotiations.
If negotiations fail, the parties may refer to a dispute arbitration committee for arbitration.
Terms of Arbitration.
I. If any question, difference or objection, whatsoever shall arise in any way
connected with or arising out of this instrument or the meaning of operation of
any part thereof for the rights, duties or liabilities of either party shall be
referred, for sole arbitration for the nominee of the Board, who in shall give a
reasoned award within 180 days and his decision shall be final and binding
II. Upon every and such reference, the cost of and incidental to the reference and
award and respectively shall be in the discretion of the Sole Arbitrator so
appointed who may determine the account thereof or direct the same to be
taxed as between solicitor and client or as between party and party and shall
direct by whom and to whom and in what manner the same is to be borne and
paid.
III. The work under the contract shall be continued during the arbitration
proceedings and no payment due or payable by the purchaser / board shall be
withheld on account of such proceedings.

IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE

WITNESSES

1) Director,
ABC Corp. Construction Co

2) Dy. Director
ABC Corp. Construction Co

Signed on behalf of
AZ Developers Ltd
WITNESSES
1) Director,
AZ Developers Ltd.

2) Dy. Director
AZ Developers Ltd.