CONFIRMATION AGREEMENT

THIS CONFIRMATION AGREEMENT is executed on this ______day of May, 2008 at Gurgaon between M/s Orchid Infra Developers Pvt. Ltd., a company registered under the Companies Act having its office at 2nd floor, Global Arcade, Mehrauli-Gurgaon Road, Gurgaon through its duly authorised person Shri Ajay Goel hereinafter referred to as FIRST PARTY ( which expression shall unless repugnant to the context of this agreement mean and include its legal representatives, successors-in-interest, nominees, assigns etc. on one hand

AND

(1) M/s Gala Associates and (2) M/s Gala Associates Builders & Developers both being Firms, registered under the Partnership Act, 1932, both having their registered office at 6, Navin Manju, S.L. Road, Mulund (West), Mumbai 400080 through their partners Jignesh K. Gala and Yogesh K. Gala

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hereinafter referred to as SECOND PARTY ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the partners from time to time constituting the said firms, their successors, the heirs, executors and administrators of the last surviving partner and its assigns on the other hand.

WHEREAS Shri Ajay Goel has been duly authorised by Board of Directors of the FIRST PARTY vide resolution dated ________to execute and register the present Confirmation Agreement.

WHEREAS the partners constituting the two partnership firms collectively referred to as SECOND PARTY have also executed the present Conformation Agreement on behalf of the SECOND PARTY.

WHEREAS the parties referred to above had earlier entered into an agreement dated 16.4. 2005 which is reproduced hereinafter:-

“ ARTICLES OF AGREEMENT made at Mumbai this 16th day of April in the Christian Year Two Thousand Five Between (1) M/S GALA ASSOCIATES and (2) M/S GALA ASSOCIATES BUILDERS & DEVELOPERS both being Firms, registered under the

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Partnership Act, 1932, both having their registered office at 6, Navin Manju, S.L. Road, Mulund (West), Mumbai 400 080, hereinafter referred to as “ THE FIRST DEVELOPERS” ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the partners from time to time constituting the said firms, their successors, the heirs, executors and administrators of the last surviving partner and its assigns on the ONE PART; AND (3) ORCHID INFRA DEVELOPERS PVT. LTD., a Company registered under the Companies Act, 1956, having its registered office at 28, Community Centre, Saket, New Delhi-110017, and its administrative office at Sheetal Estate, M.S. Ali Road ( Grant Road ), Mumbai 400007 hereinafter referred to as “ THE SECOND DEVELOPERS” ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors in title and assigns of the OTHER PART;

WHEREAS

(a) (i) By a General Body Resolution of the Gazdhar Shivshahi Co-operative Housing Society ( Proposed), ( hereinafter referred to as “ the said Society”), M/S GALA ASSOCIATES have been appointed as the Developers of property lying, being and situate at village Juhu and Village Bandra, Taluka Andheri, District Bombay Suburban, bearing C.T.S. NO. 962 and creek land and containing by admeasurement approximately 56,778.87 sq. mtrs. or thereabouts and further unsurveyed areas and such additional areas as may be certified by the Competent Authorities and in occupation of various hutments dwellers ( who comprise the proposed society and are part of this Slum Rehabilitation Schme) and which property has been notified as a slum under the Maharashtra Slum Areas Act, 1971;

ii) Pursuant thereto the said Society by an Agreement dated 14th January, 1999 has appointed M/S GALA ASSOCIATES as the Developer in respect of the said Slum land situate on C.T.S. NO. 962 AND Creek land and containing by admeasurement approximately 56,778.87 sq. mts. or thereabouts and further unsurveyed areas and such additional areas as may be certified by the Competent Authorities and in occupation of various hutments dwellers ( who comprise the proposed society and are part of this

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Slum Rehabilitation Scheme) and which property has been notified as a Slum Under the Maharashtra Slum Areas Act, 1971;

(b) (i) By a General Body Resolution of the Jan Jagriti Co-operative Housing Society ( Proposed), now known as Maasaheb Jan Jagriti Co-operative Housing Society ( Proposed), (hereinafter referred to as “ the said Society”) M/S GALA ASSOCIATES BUILDERS & DEVELOPERS have been appointed as the Developers of Property lying, being and situate at Village Juhu and Village Bandra, Taluka Andheri, District Bombay Suburban, bearing C.T.S. NO. 1053 AND Creek land and containing by admeasurement 61,504.54 sq. mtrs and further unsurveyed lands and such additional areas as may be certified by the Competent Authority and in occupation of various hutments dwellers ( who comprise the proposed Society and are part of this Slum Rehabilitation Scheme ) and which property has been notified as a Slum under the Maharashtra Slum Areas Act, 1971;

ii) Pursuant to the said Society by an Agreement dated 26th November, 1995 as appointed M/S GALA ASSOCIATES BUILDERS & DEVELOPERS as the Developer in respect of the said Slum land situate on C.T.S. NO. 1053 and Creek land and containing by admeasurement approximately 61,504.54 sq. mtrs. or thereabouts and further unsurveyed areas and such additional areas as may be certified by the Competent Authority and in occupation of various hutments dwellers (who comprise the proposed Society and are part of this Slum Rehabilitation Scheme ) and which property has been notified as a Slum under the Maharashtra Slum Areas Act, 1971;

(c) The said M/S GALA ASSOCIATES and the said M/S GALA ASSOCIATES BUILDERS & DEVELOPERS being associated concerns with the consent of the two Societies had proposed a joint development of the two Slum Rehabilitation Schemes i.e. of the Gazdhar Shivshahi Co-operative Housing Society ( Proposed) and Maasaheb Jan Jagriti Co-operative Housing Society ( Proposed) ( formerly Jan Jagriti Co-operative Housing Society ( Proposed) and with a view to obtain Annexure – II in the name of M/S GALA ASSOCIATES and are hereinafter for the sake of convenience jointly referred to as the First Developers and the

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Slum land agreed to be developed by them are jointly described in the Schedule hereunder written;

(d) The First Developers have since negotiated and agreed with the Second Developers to jointly develop the said slum scheme in respect of property described in the Schedule hereunder written on the terms and conditions hereinafter appearing.

NOW THIS JOINT VENTURE AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. The First Developers agree, confirm, record and declare that:-(i) by an Agreement dated 14th July, 1999 M/S GALA

ASSOCIATES have been appointed as Developers of the Slum situated in C.T.S. NO. 952 AND Creek Land and unsurveyed area of village Juhu and Village Bandra, Taluka Andheri, District Bombay Suburban by the Gazdhar Shivshahi Co-operative Housing Society Ltd. (proposed).

(ii) by an Agreement dated 26th November, 1995 M/S GALA ASSOCIATES BUILDERS & DEVELOPERS have been appointed as Developers of the Slum situated at C.T.S. No. 1053 and adjoining creek lands and unsurveyed area of Village Juhu and Village Bandra, Taluka Andheri District Bombay Suburban by the Maasaheb Jan Jagriti Co-operative Housing Society ( Proposed), ( formerly Jan Jagriti Co-operative Housing Society (Proposed) ];

(iii) the said Agreements are valid and subsisting and the First Developers have not in any manner whatsoever transferred or assigned the benefit of the said Agreements to any person or persons whatsoever and that in view thereof are entitled to exploit the entire development potential in respect of the said Slums situate in the property described in the Schedule hereunder written; and

(iv) they the Second Developers have inspected the documents and verified the right title interest of the First Developers on the basis thereof and relying on the veracity of the representations and declarations of the First Developers herein contained the Second Developers have agreed to accept the entitlement of the First Developers to develop the said property and have agreed to act as

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Principal Developer and to joint implement and develop the Slum Rehabilitation Scheme in respect of the said property.

2. The First Developers hereby agree that the First Developer shall jointly develop the said Slum Rehabilitation Scheme in respect of the said property described in the Schedule hereunder written alongwith the Second Developers to the end and intent that the benefit of the Agreements dated 14th January, 1999 and 26th November, 1995 shall stand transferred and accrue on “ as is where is” basis to the Joint Venture hereby constituted and the said property described in the Schedule hereunder written shall vest in the Joint Venture and shall form an asset of the Joint Venture. The Second Developers will be the Principal Developers of the Slum Rehabilitation Scheme in respect of the said property described in the Schedule hereunder written and shall stand solely entrusted with the obligation of the implementation of the entire Slum Rehabilitation Scheme.

3. The Joint Venture shall commence on and from the day of the execution of these present

4. The Joint Venture hereby constituted shall continue till completion of the Project unless and otherwise mutually decided by the parties hereto.

5. The Joint Venture is restricted to the Scheme described in the Schedule hereunder written.

6. The banking account of the Joint Venture shall be operated by signature of only the Second Developers. However in view thereof all liabilities and responsibilities arising on account of the sole operation of the Banking Account by the Second Developers shall be borne and discharged by the Second Developers only.

7. The Second Developers will supervise the entire working of the Joint Venture business and the First Developers will fully cooperative with the Second Developers and from time to time as and when required by the Second Developers attend to all such matters if and when entrusted to them for the implementation of the Slum Rehabilitation Scheme. All decisions pertaining to the working of the Joint Venture not limited to the development, the design and elevation of the proposed building, the appointment of staff and professionals, the purchase of building materials and of sale and transfer of premises in

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the entire project shall be solely that of the Second Developers. Simultaneously the Second Developers shall alone be responsible in respect of the said management and administration decisions.

8. In consideration of the First Developers bringing into the Joint Venture, the benefit of the Agreements dated 14th January, 1999 and 26th November, 1995 the First Developers shall be entitled to reimbursement of expenses incurred by them till date and on entire development of the said Slum Schemes. The Second Developers agree to reimburse to the First Developers the expenses incurred by the First Developers till the date hereof and further agree that the First Developers shall be entitled to 4,000 sq. ft. carpet residential area in the sale component from the 1st phase of sale component. It is agreed that all areas of the Sale Component portions as may be available in respect of said entire Slum Rehabilitation Scheme to be implemented in the said property after making provision of the areas for rehabilitation of slum dwellers, project affected persons, areas for provision to Statutory Authorities [ if so required ] and the area to be provided to the First Developers shall belong exclusively and absolutely to the Second Developers. In view of the Second Developers becoming entitled to the entire balance potential available under the Slum Rehabilitation Scheme in respect of the said property, after providing the rehabilitation areas as well as fixed areas of 4000 sq. ft. carpet residential area to the First Developers, the Second Developers shall alone be liable to bear the entire cost of the construction of the Rehabilitation and Sale buildings as also costs and expenses for the purpose of obtaining Annexures, Letter of Intent, intimation of approval, Commencement Certificate, Payment of Deposits and Fees payable to the S.R.A., M.C.G.M., M.H.A.D.A., State Government, Central Government or any other concerned authority as also the costs as may be required to be borne for the purpose of providing Transit Accommodation or compensation for Transit Accommodation to the existing Slum Dwellers.

9. The parties hereto agree, confirm and record that notwithstanding the First Developers hereto being appointed as Developers by the said Society in respect of the said property bearing City Survey Nos. 962, 1053 and Creek Land of Village Juhu and Village Bandra, Taluka Andheri ( hereinafter referred to as ‘ the said Property”) and more particularly described in the Schedule hereunder written, in view of

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the Joint Venture hereby constituted the Second Developers shall solely be entitled to exploit the F.S.I. potential in respect of the said property as may be permitted by the Slum Rehabilitation Scheme or such other concerned authority. It is expressly agreed between the parties hereto that the Second Developers will at its own cost and risk the entitled to exploit the development potential of the said property under all provisions of the Development Control Regulations and policies of the Statement Government / Central Government and shall also be entitled to amalgamate and/or club the said property and/or the Slum Rehabilitation Scheme and the entire benefit as may accrue on account of such amalgamation / clubbing shall be to the exclusive benefit of the Second Developers and the First Developers shall not be entitled to make any claim in respect thereof or seek any consideration on account thereof. It is also agreed that if upon survey of the property described in the Schedule hereunder written it is ascertained that the same comprises any additional area, the same shall accrue to the benefit of the Second Developers and the First Developers will not be entitled to any additional area over and above the area agreed to be provided i.e. the area of 4000 sq. ft. carpet. The parties agree that after taking into account, the F.S.I. to be consumed for rehabilitation of the slum and hutment dwellers in the said property and provisions of the area to Statutory Authorities, the said Second Developers will solely be entitled to the balance F.S.I. as may be available, which F.S.I. shall constitute the saleable component. The First Developers on compliance of his obligations will be entitled only to a fixed residential area of 4000 sq. ft. carpet which area will be provided by the Second Developers in the sale buildings as may be decided by the Second Developers. The Transferable Development Rights ( T.D.R.), if any, available under the Slum Rehabilitation Scheme or under such provisions of the D.C. Regulations pertaining to the said property on account of inability to consume F.S.I. on site shall belong absolutely to the Second Developers and the First Developers shall have no interest and claim in respect of the same. In the event of the T.D.R. F.S.I. being issued in the name of the First Developers in regard to the scheduled property, the same shall be transferred to the Second Developers without any additional consideration and the Second Developers shall have the sole right to use the T.D.R./F.S.I. The Second Developers shall be entitled to sell, transfer consume the entire T.D.R. F.S.I. in such manner as the Second Developers deems fit and property and all revenue generated

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from such sale, transfer, consumption of T.D.R. F.S.I. shall be appropriated by the Second Developers alone.

10.The First Developers agree, confirm and record that it is the First Developers’ duty and obligation to comply with the following:-

i) Obtain an Agreement from the Gazdhar Shivshahi Cooperative Housing Society Ltd. ( Proposed) and the Maasaheb Jan Jagriti Cooperative Housing Society (Proposed) together with a General Body Resolution of both Societies, recording the appointment of the Second Developers as a Principal Developer as may be permitted by the Statutory Authority in respect of the said Slum Rehabilitation Scheme pertaining to the said property along with a Power of Attorney from the said society in favour of the Second Developers’ Directors or Nominees;

ii) Obtain the individual consents as well as individual alternate accommodation agreement from all the Slum Dwellers in the said property in the name of the Second Developers.

iii) Obtain Annexure II from the Additional Collector or S.R.A. or Competent Authority certifying the list of eligible Slum Dwellers;

iv) The First Developers will ensure that all the Slum Dwellers vacate the premises in their use and occupation within 15 days of the S.R.A. issuing its permissions for Transit Accommodation or 15 days from the date of issue of I.O.A. of the Rehabilitation Component so as to enable the Second Developers to commence development. The Second Developers will however bear the entire cost of construction of the Transit Accommodation and the First Developers will ensure that the hutment dwellers shift to the transit accommodation in phases as may be directed and required by the Second Developers.

v) The shifting of Slum Dwellers of the said Societies to the rehabilitation tenement within 15 days of completion of construction of the rehab building and the vacating and handing over of the temporary Transit Accommodation by

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the Slum Dwellers as and where provided by the Second Developers.

11. The First Developers have represented to the Second Developers that pursuant to the General Body Resolution by the said Societies appointing the First Developers as Developers, the First Developers have applied for Annexure-II and have also put in a proposal before the S.R.A. to consider a Slum Rehabilitation Scheme under D.C.R. 33 (10). In terms thereof, the S.R.A. has commenced the work of Certification of Occupants and scrutinizing the proposal of the First Developers. The First Developers confirm that they will make a further application to the S.R.A. informing of the Joint Venture hereby constituted and the grant of Development Rights to the Second Developers as Principal Developers and will ensure that the Letter of Intent is issued by the S.R.A. in the name of the Joint Venture and/or Second Developers and obtain from S.R.A. acceptance of the Joint Venture hereby constituted. In the event of the Letter of Intent being issued only in the name of the First Developers then it is expressly agreed and understood that the befit thereof shall accrue to and shall vest in the Joint Venture hereby constituted.

12(a) The parties agree that hereafter the entire implementation of the Slum Rehabilitation Scheme shall be carried out solely by the Second Developers at their risk and cost and expense save as may be otherwise provided herein. In view of the Second Developers having taken upon themselves the onus of implementation of the SRA Scheme, the Second Developers will keep the First Developers indemnified from any harm, loss, injury, claim, action, proceeding, the First Developers may suffer on account of any breach or any act of omission or commission on the part of the Second Developers in implementing the SRA Scheme.

(b) The Second Developers for the purpose of implementing the Slum Rehabilitation Scheme and for development of the said property are authorized to sign and execute all such deeds, documents, writings as may be required by the S.R.A., M.C.G.M., M.H.A.D.A., State Government, Central Government or any other concerned authorities and concerned authorities on behalf of the Joint Venture, including for the purpose of representing the First Developers and/or the Joint Venture in proceedings that may be pending and/or initiated before

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any court or courts of law pertaining to the said property described in the schedule hereunder written and the Slum Redevelopment Scheme as may be sanctioned in respect of the same by the concerned authority.

( c) The First Developers agree and confirm not to in any manner interfere with the development activity being carried out by the Second Developers in the said Slum Rehabilitation Scheme in respect of the said property and agree to fully cooperative with the Second Developers to ensure the smooth completion of the Slum Rehabilitation Scheme.

13.The First Developers further agree and confirm that the Second Developers will be in sole charge of the Joint Venture development in respect of the said Slum Rehabilitation Scheme of the said property and shall alone be entitled to sell, lease, mortgage, transfer or otherwise dispose off in any manner whatsoever premises in the said buildings to be constructed in the said property, save and except the 4000 sq. ft. area to be provided to the First Developers. The Second Developers shall be entitled to appropriate the sale proceeds in respect of the saleable component absolutely for themselves. The First Developers shall not sell and dispose off any premises out of the residential area of 4000 sq. ft. to be reserved and/or provided for their benefit in the said buildings to be constructed in the said property until the entire project is completed and without the prior written permission of the Second Developers. The First Developers shall execute as and when called upon as stipulated under 10(1) herein an irrevocable Power of Attorney appointing the Second Developers’ Directors or nominees as their constituted attorneys as also shall obtain from the said Societies Power of Attorney in favour of the Second Developers, their Directors or nominees authorizing the Second Developers to obtain relevant permission in respect of the said Slum Rehabilitation Scheme/ The First Developers further agree and covenant with the Second Developers that the benefit of the Agreements dated 14th January, 1999 and 26th November, 1995 having been transferred to the Joint Venture hereby constituted, the First Developers will not be entitled to in any manner create any third party right, title and interest or any nature whatsoever in respect of the said property described in the Schedule underunder written, the said Slum Rehabilitation Scheme in pursuance thereof and/or under the

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said Agreements. It is further agreed that in the event of the First Developers desiring to sell their 4000 sq. ft. carpet residential area or any part thereof, the same shall be first offered in writing to the Second Developers who will have the first right to purchase the same.

14.The Party of the First Party shall not during the substance of this Joint Venture without the consent in writing of the party of the Second Part.

(a) Lend any of the money or deliver upon credit any of the goods of the Joint Venture to any person, company or firm.

(b) Employ any of the moneys or goods or effect of the Joint Venture of pledge the credit thereof.

(c) Borrow any money in the name of the Joint Venture.

(d) Give any other security or promise for payment of any money on account of Joint Venture.

(e) Create or purpose to create any encumbrance on the assets of the Joint Venture by way of mortgage charges, lease, sale, agreement for sale, agreement to lease, lien, gift, trust, possession or otherwise howsoever including execution of any agreement for sale selling agency or other document or document in favour of any third party.

(f) Enter into any bond or become bail surety or security with or for any person or do or knowingly case or suffer to be done anything whereby the Joint Venture the Slum Rehabilitation Scheme and/pr the property or any part thereof may be seized attached or taken in execution.

(g) Assign, mortgage or charge his share in the Joint Venture or any part of such share or any other person or persons.

15.It is agreed, confirmed and recorded that the Second Developers shall be responsible for the implementation of the Slum Rehabilitation Scheme including the compliance of all terms and conditions as may be imposed by the concerned authorities at its own cost and risk and shall bear the entire cost in respect thereof including as under:-

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(i) All expenses, charges, deposit in the form of Scrutinyu Fees, I.,O.D., Debris, Deposits, Survey expenses, etc. and such other charges as may be likely to be incurred in the implementation of Scheme or levied by the S.R.A. and other concerned authorities.

ii) The professional fees and charges of all structural engineers, architects and other professionals who may be employed in the course of Joint Venture business.

iii) Construction cost in respect of Transit Accommodation to be provided during the course of construction to the Slum Dwellers.

iv) Construction cost in respect of Slum Rehabilitation Buildings as well as Sale Component Buildings.

v) Infrastructural cost as may be required to be incurred in the matter so as to ensure proper implementation of the Slum Rehabilitation Scheme and in such manner as may be required by the concerned authorities.

16.The First and Second Developers have entered into this agreement on principal to principal basis nothing contained herein shall constitute as Partnership between the parties hereto, and neither shall be construed to be an agent of the other, and the terms and conditions are irrevocable and both the developers covenant with each other to abide with the same. The parties hereto shall only be entitled to specific performance of this agreement and neither shall be entitled to terminate the same.

17. The First Developers agrees, confirms and records that the First Developers is entitled to enter into a Joint Venture Agreement in the manner herein contained with the Second Developers and the said Societies are fully aware of this presents and that the development of the Slum Rehabilitation Scheme is to be carried out and is to be implemented by the Joint Venture in accordance with the terms and conditions herein contained. The First Developers further agrees, confirms and record that it shall keep the Second Developers

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indemnified from any claims actions or proceedings that may be initiated by any person or persons including any Statutory Authority in respect of any default on the part of the First Developers or implementing or carrying out any Slum Rehabilitation Scheme or any other development activity in respect of any other property, it being agreed that no outstanding obligation if any of the First Developers of any other property will under any circumstances be foisted on the said property.

18.It is further agreed and confirmed that the Second Developers will be entitled to appoint further Co-Developers or enter into Joint Venture with any other agency / company and/or Associates for participating with them in the Slum Rehabilitation Scheme as also shall be entitled to transfer their entire interest together with the benefit of the Agreements made with the Societies and the rights accruing unto to the Second Developers to such person or persons as the Second Developers deem fit and proper and in such event the First Developers shall cooperate in the matter and shall not object to the same in any manner whatsoever. In this respect such Co-Developer or assign shall however be bound by the terms and conditions herein contained and the Second Developers will further ensure that the areas to be provided to the First Developers is fully secured.

19.All disputes and differences or claims which may be arising between the parties hereto in connection with the Joint Development in respect of the said property described in the Schedule hereunder written shall be referred to Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 ( which includes amendment and re-enactment thereof) and rules made thereunder.IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the day and the year first hereinabove written.

THE SCHEULE HEREINABOVE REFERRED TO:

ALL THAT piece or parcel of land together with structures / huts thereupon lying, being and situated at village Juhu and Village Bandra, Taluka Andheri, District Bombay Suburban Mumbai and containing by admeasurement an approx. aggregate area of 118283.41 sq. mtrs. or thereabouts and such

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other unsurveyed areas as may be certified by the Slum Rehabilitation Authority or the concerned competent authority on completion of Survey and bearing City Survey No. 962, 1053 and Creek Land of Village Juhu and Village Bandra, Taluka Andheri, Registration District and Sub-District of Mumbai Suburban, Mumbai.”

WHEREAS another Deed of Confirmation was executed between the parties on 26.4. 2008 which is reproduced hereinafter:-

“ THAT THIS DEED OF CONFIRMATION made at Mumbai this 26th day of April in the Christian Year Two Thousand Eight BETWEEN (1) M/S GALA ASSOCIATES and (2) M/S GALA ASSOCIATES BUILDERS & DEVELOPERS both being Firms, registered under the Partnership Act, 1932, both having their registered office at 6, Navin Manju, S.L. Road, Mulund (West), Mumbai 400080 hereinafter referred to as “THE FIRST DEVELOPERS” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the partners from time to time constituting the said firms, their successors, the heirs, executors and administrators of the last surviving partner and its assigns) of the ONE PART; AND (3) M/s Orchid Infra Developers Pvt. Ltd., a company registered under the Companies Act having its registered office at 28, Community Centre, Saket, New Delhi 110 017, and its administrative office at Sheetal Estate, M.S. Ali Road, ( Grant Road ) Mumbai 400 007 hereinafter referred to as “ THE SECOND DEVELOPERS” ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors in title and assigns) of the OTHER PART;

WHEREAS

(a) (i) By a General Body Resolution of the Gazdhar Shivshahi Co-operative Housing Society ( Proposed), ( hereinafter referred to as “ the said Society”), M/S GALA ASSOCIATES have been appointed as the Developers of property lying, being and situate at village Juhu and Village Bandra, Taluka Andheri, District Bombay Suburban, bearing

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C.T.S. NO. 962 and creek land and containing by admeasurement approximately 56,778.87 sq. mtrs. or thereabouts and further unsurveyed areas and such additional areas as may be certified by the Competent Authorities and in occupation of various hutments dwellers ( who comprise the proposed society and are part of this Slum Rehabilitation Schme) and which property has been notified as a slum under the Maharashtra Slum Areas Act, 1971;

ii) Pursuant thereto the said Society by an Agreement dated 14th

January, 1999 has appointed M/S GALA ASSOCIATES as the Developer in respect of the said Slum land situate on C.T.S. NO. 962 AND Creek land;

(b) (i) By a General Body Resolution of the Maasaheb Janjagriti Co- operative Housing Society ( Proposed) ( hereinafter referred to as “ the said Society”) M/S GALA ASSOCIATES BUILDERS AND DEVELOPERS have been appointed as the Developers of the property lying, being and situate at Village Juhu and Bandra, Taluka Andheri, District Bombay Suburban, bearing C.T.S. No. 1053 and creek land and containing by admeasurement approx. 61,504.54 sq. mtrs. or thereabouts and further unsurveyed lands and such additional areas as may be certified by the competent authority and in occupation of various hutments dwellers ( who comprise the proposed Society and are part of this Slum Rehabilitation Scheme ) and which property has been notified as a Slum under the Maharashtra Slum Areas Act, 1971;

(ii) Pursuant thereto the Said Society by an agreement dated 26 th

November, 1995 has appointed M/S GALA ASSOCIATES BUILDERS & DEVELOPERS as the Developer in respect of the said Slum land situate on C.T.S. NO. 1053 AND Creek Land;

(c ) The said M/S GALA ASSOCIATES and the said M/S GALA ASSOCIATES BUILDERS & DEVELOPERS being associated concerns with the consent of the two Societies had proposed a joint development of the two Slum Rehabilitation Schemes i.e.

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of the Gazdhar Shivshahi Co-operative Housing Society ( Proposed) and Maasaheb Jan Jagriti Co-operative Housing Society ( Proposed);

(d) By a Joint Venture Agreement dated 16th April, 2005, made between the First Developers and the Second Developers, they the First and Second Developers have agreed to develop the said Slum Rehabilitation Schemes in respect of the said property jointly on the terms and conditions stipulated therein;

(e) The said property described in the Schedule hereunder being a Censused Slum, the said Joint Venture Agreement has been stamped at Rs. 100/- (Rupees one Hundred only).

(f) The parties have now mutually decided to confirm the said Agreement and register the present Deed.

NOW THIS DEED WITNESSETH as follows

1. It is agreed, recorded, declared and confirmed that the said Joint Venture Agreement dated 16th April, 2005 executed between the parties for development of the said property more particularly described in the Schedule hereunder written is valid, subsisting and binding on the parties hereto. The Original of the said Joint Venture Agreement dated 16th April, 2005 is annexed and marked Annexure – “A” hereto.

2. All out of pocket costs, charges and expenses including the stamp duty and registration charges of and incidental to this deed shall be borne and paid by the Second Developers. The First Developers shall cooperative with the Second Developers to have the present deed registered as required in law and to attend before the Sub Registrar’s to admit the execution of this Deed.

IN WITNESS WHEREOF the parties hereto have executed these

present on the day and year first hereinabove written.

THE SCHEULE HEREINABOVE REFERRED TO:

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ALL THAT piece or parcel of land together with structures /

huts thereupon lying, being and situated at village Juhu and

Village Bandra, Mumbai and containing by admeasurement an

aggregate area of 118283.41 sq. mtrs. and such other

unsurveyed area as may be certified by the Slum Rehabilitation

Authority or the concerned competent authority on completion

of Survey and bearing City Survey No. 962, 1053 and Creek

Land of Village Juhu and Village Bandra, Taluka Andheri,

Registration District and Sub-District of Mumbai Suburban. ”

WHEREAS both the parties are still willing to continue to abide by the

contracts dated 16th April, 2005 and 26th April, 2008. However, in order to

avoid any unnecessary complication in future the present contract has been

executed between the parties on the following terms and conditions:-

1. That both parties shall continue to abide by terms and conditions of

agreement dated 16.4. 2005 and 26.4. 2008.

2. That both parties admit and acknowledge that the terms and

conditions as recited in the aforesaid contracts have remained

unchanged and continue to be operative between the parties.

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IN WITNESS WHEREOF the parties hereto have executed these present

on the day and year first hereinabove written.

WitnessesFIRST PARTY

M/s Orchid Infra Developers Pvt. Ltd.through its duly authorised person Shri Ajay Goel

1.

SECOND PARTY(1) M/s Gala Associates (2) M/s Gala Associates Builders &

Developers through their partners Jignesh K. Gala and Yogesh K. Gala

2.

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