Deed of Partnership (Amendment/Alteration)

This Indenture of Partnership is made at Mumbai on this ....... day of ______ 2023

Between

1. Mr. Milapchand H. Jogani, S/o Mr. Hastimal K. Jogani aged about 73 years,
Pan: AAAPJ8455C , residing at 4B, 4 th Floor, Abhilasha, 46, August Kranti
Marg, Gowalia Tank, Mumbai – 400 026, hereinafter referred to as the First
Partner (which expression shall be repugnant to the context or meaning
thereof deemed to mean and include his heirs, executors, administrators and
assigns) of the First Part;

2. Mr. Rajesh M. Jogani, S/o Mr. Milapchand H. Jogani aged about 51 years,
Pan:AAAPJ9052D, residing at 604, 6th Floor, Vastushilp, Gamadia Colony,
Tardeo, Mumbai – 400 007, hereinafter referred to as the Second Partner
(which expression shall be repugnant to the context or meaning thereof
deemed to mean and include his heirs, executors, administrators and assigns)
of the Second Part;

3. K.P. Malpani (HUF) through its Karta, Mr. Kailashprasad S. Malpani, Pan:
AADHK5896H, residing at 1A/1B, 5th Floor, Hill Crest, Hill Road, Worli, Mumbai
– 400 018, hereinafter referred to as the Third Partner (which expression
shall be repugnant to the context or meaning thereof deemed to mean and
include his heirs, executors, administrators and assigns) of the Third Part;

4. Mr. Kailashprasad S. Malpani, S/o Mr. Satyanarayan M. Malpani, aged about

____ years, Pan: AACPM8963G, residing at 1A/1B, 5th Floor, Hill Crest, Hill
Road, Worli, Mumbai – 400 018, hereinafter referred to as the Fourth
Partner (which expression shall be repugnant to the context or meaning

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 thereof deemed to mean and include his heirs, executors, administrators and
assigns) of the Fourth Part;

5. Mr. Abhishek K. Malpani, S/o Mr. Kailashprasad S. Malpani, aged about ____
years, Pan: AOUPM3566M, residing at 1A/1B, 5 th Floor, Hill Crest, Hill Road,
Worli, Mumbai – 400 018, hereinafter referred to as the Fifth Partner (which
expression shall be repugnant to the context or meaning thereof deemed to
mean and include his heirs, executors, administrators and assigns) of the
Fifth Part;

And

6. Mr. Ashutosh K. Malpani, S/o Mr. Kailashprasad S. Malpani, aged about ____
years, Pan: AOUPM3567L, residing at 1A/1B, 5 th Floor, Hill Crest, Hill Road,
Worli, Mumbai – 400 018, hereinafter referred to as the Sixth Partner
(which expression shall be repugnant to the context or meaning thereof
deemed to mean and include his heirs, executors, administrators and assigns)
of the Sixth Part;

The First Partner, Second Partner and Third Partner are hereinafter
collectively referred to as the Continuing Partners.

The Fourth Partner, Fifth Partner and Sixth Partner are hereinafter collectively
referred to as the Incoming Partners.

The First Partner and Second Partner are hereinafter collectively referred to
as Aadi Group.

The Third Partner, Fourth Partner, Fifth Partner and Sixth Partner are
hereinafter collectively referred to as Malpani Group.

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 The First Partner, Second Partner, Third Partner, Fourth Partner, Fifth Partner
and Sixth Partner are hereinafter collectively referred to as the Partners.

Whereas:

a. A Partnership Firm of M/s. Aadi Developers (hereinafter referred to as “the

Partnership Firm”) was formed and constituted under deed of Partnership
dated 29th October, 2002 between Mr. Milapchand H. Jogani and Mr. Rajesh
M. Jogani, having its office at 7A, Ismail Bldg., First Floor, 381, D. N. Road,
Fort , Mumbai – 400 001 for carrying on business of developing the
immovable properties etc. more particularly described in the said deed in
partnership with each other.

b. The said Partnership Firm is registered with Registrar of Firm, Mumbai under
Indian Partnership Act, 1932 vide Registration Certificate No. BA-89255 dated
17/12/2004 and the said Firm has also obtained Permanent Account No.
(PAN) AAHFA7951M from Income Tax Dept.

c. Vide Admission Deed of Partnership dated 30th December, 2004, K.P. Malpani
(HUF) through its Karta, Mr. Kailashprasad S. Malpani was admitted as the
Partner of the said Partnership Firm w.e.f. 30 th December, 2004 as per the
terms and conditions and shares in Profit and Losses recorded in the said
deed.

d. Accordingly, the Continuing Partners hereto have been carrying on the

business of developing immovable properties, constructing buildings, dealing
and marketing property and related rights, acting as commission agents,
brokers in Real Estate etc. in Partnership with each other under the name and
style of M/s. Aadi Developers on the terms and conditions incorporated in
the said ‘Admission Deed of M/s. Aadi Developers – Indenture of Partnership’
executed on 30th December 2004, is valid and subsisting till date.

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 e. The Incoming Partners have offered to join the business of the Continuing
Partners and contribute capital and funds as may be required from time to
time. The Incoming Partners are in the business similar to the business
carried on by the Continuing Partners.

f. The Continuing Partners have therefore, for the purpose of development and
growth of the said business being carried out by them decided that it is
necessary to add to the team of management more partners and hence, it is
agreed upon to add Fourth Partner, Fifth Partner and Sixth Partner.

g. The First Partner has gifted 24% out of his 25% share/stake in the
Partnership firm vide a Gift Deed to the Second Partner. The relationship
between the First Partner and Second Partner is that of father and son.

h. The Third Partner, having 50% stake/share in the Partnership firm has gifted
15% to the Fourth Partner/Karta, 20% to the Fifth Partner/Co-Parcener, 10%
to the Sixth Partner/Co-Parcener and retained 5% for itself. The Third Partner
has executed individual ‘Gift Deeds’ in favour of the respective Partners and
further executed a ‘Declaration of Gift’, ratifying the above mentioned facts.
The relationship amongst the Third Partner, Fourth Partner, Fifth Partner and
Sixth Partner is that of the Hindu Un-Divided Family and as father/karta and
son/co-parcener respectively.

And Whereas :
a. Slum Rehabilitation Scheme, situated at C. S. No. 930 and 930 (pt.), Plot No.
70(pt), 72(pt) and 73(pt), (earlier C. S. No. 24(pt), Plot No. 70(pt), Scheme
No. 58 of Worli Estate, B. G. Kher Road, Worli, Mumbai – 400 018 and more
particularly described in the Schedule written (hereinafter referred to as “the
said plot”)

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 b. The said plot is declared as Slum as per Section 4(1) of the Maharashtra Slum
Areas (Improvement, Clearance and Redevelopment) Act 1971. Similarly the
MCGM has also declared the said plot as Slum.

c. The Slum Dwellers / Tenants / Hutments (hereinafter referred to as “the

hutments”) of the plot have amongst themselves have constituted a society
under the Maharashtra Co-operative Societies Act,1960 vide registration no.
BOM/WGS/HSG/(TC)/6671/Dated 1996, namely “M/s. Gautami Mata Nagar
Co-operative Housing Society Limited” (hereinafter referred to as the Society)
with the intention to redevelop and reconstruct the said plot.

d. D. P. Remarks dated 10th August 1994 of the S. R. Scheme which states

“partly designated for the public purpose of an existing garden and remaining
land reserved for extension to the garden”.

e. In year 2002, a Writ Petition No.1152 of 2002 was filed by one Citispace &
Others in connection with seeking Orders of restrain with inter-alia the
development of the Property. The Appellant was not a party to the said Writ
Petition. An Order was passed in the said Writ Petition by the Hon’ble High
Court directing that no new rehabilitation scheme should be sanctioned
without the permission of the Hon’ble Court in respect of open spaces which
are reserved for gardens, parks, playgrounds, recreational spaces, maidans
etc.

f. Vide Development Agreement dated 9th April 2004, M/s. Gautami Mata Nagar
Co-Op. Hsg. Soc. Ltd. (the Society), granted development rights in respect of
the said plot to M/s. Aadi Developers (the Partnership Firm) as per terms and
conditions recorded therein.

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 g. In pursuance to the said Development Agreement, the Society has granted
irrevocable rights and authorities in favor of the Partnership Firm for the
development and other such works by executing and Irrevocable Power of
Attorney dated ______.

h. There are about 77 structures / hutments on the plot and the majority of
the hutments have given their written consent and entered Individual
Development Agreements with the Partnership Firm for redevelopment and
reconstruction of the plot.

i. The Developer submitted complete proposal for development of the S.R.

Scheme vide their Architect’s letter dated 28th June 2006, along with the
necessary documents filed under Proposal No. G.S/MCGM/006720060628 and
SRA file No. SRA/ENG/ 1477/GS/ML

j. Slum Rehabilitation Authority (hereinafter to referred to SRA) vide letter dated

29th March 2007 informed “that the proposal will be processed only after Writ
Petition No. 1152 of 2002 (filed by Citispace & Ors) in the Hon’ble High Court
is finally decided which please note till that time the proposal will be kept in
abeyance”.

k. The developer made representations etc (pls add if necessary)

l. Final DCPR 2034 was published with provisions of the development of non-
buildable reservation on plots which are encumbered by existing slum
dwellers. The SRA addressed a letter dated 11th September 2019, seeking
status of the S. R. Scheme. The Developer replied vide letter dated 27th
September 2019, stating the difficulties faced in implementation of the S.R.
Scheme.

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 m. The SRA initiated Suo-Moto proceedings under Section 13 (2) of the Slum Act,
1971 against the Developer and the Secretary vide order dated 12th October
2021 terminated the Developer as the Developer of the S. R. Scheme.

n. The Developer approached the Apex Grievance Redressal Committee (hereinafter

rereferred to as AGRC) and filed application no. 12 of 2022. The AGRC vide order
dated 5th August 2022 directed the Developer to take appropriate steps for approval
of Revised LOI as per DCR 2034 in accordance to SRA norms.

o. The above mentioned Development Agreements dated 9 th April 2004 and

Irrevocable Power of Attorney dated ______, respectively in respect of the
said Plot are valid and subsisting.

Now this Indenture / Deed witnessed and it is hereby declared, agreed

and confirmed by and amongst the Parties as follows:

1. The said partnership firm of M/s. Aadi Developers constituted vide Deed of
Partnership dated 29th October, 2002 and Vide Admission Deed of
Partnership dated 30th December, 2004 is valid and subsisting till date.

2. The partnership business of M/s. Aadi Developers has been and shall
continue to be that of developing immovable properties, constructing
buildings, dealing and marketing property and related rights, acting as
commission agents, brokers in Real Estate etc. with its present registered
office address at Aadi Group, 24, Parkeen, Maharashtra Chamber of
Commerce Lane, Kala Ghoda, Fort, Mumbai – 400 001. The parties by
mutual consent may carry on business at such other place or places, in such

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 other name or names and of such other nature or natures, as they may
deem fit and proper from time to time.

3. The amount lying to the credit of the Continuing Partners as on dated..........

shall be deemed to be distributed and in consonance to the Gift Deeds as
mentioned above respectively as the respective Partner’s capital investment.
Further capital, loans or deposits looking to the needs/requirements of the
partnership firm shall be arranged, invested or contributed by the Partners
as follows:

Sr. No. Partner Percentage

1. Mr. Milapchand H. Jogani (First Partner) 1%

2. Mr. Rajesh M. Jogani (Second Partner) 49%

3. KP Malpani (HUF) (Third Partner) 5%

4. Mr. Kailashprasad S. Malpani (Fourth Partner) 15%

5. Mr. Abhishek K. Malpani (Fifth Partner) 20%

6. Mr. Ashutosh K. Malpani (Sixth Partner) 10%

TOTAL 100%

4. Interest at the rate of 12% per annum or as may be prescribed under

section 40(b) (iv) of the Income-tax Act, 1961 or any other applicable
provisions as may be in force in the Income-Tax Assessment of the
partnership firm for the relevant accounting period or at a lower or higher
rate as may be agreed to by and amongst the Partners from time to time
shall be paid to the Partners or credited to the Partners on the amount
standing to the credit of the account of the Partners. Such interest shall be
considered as an expenditure of the firm and shall be debited to the Profit &
Loss Account and/or Balance Sheet of the firm before arriving at the divisible

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 profit or loss. The interest to persons other than Partners shall be paid or
credited to their accounts at the rate or rates as may be agreed to by and
amongst the Partners and such persons from time to time.

5. The Net Profit or Loss of the Partnership business/profession as arrived at

after adjustment of salary, bonus, commission, remuneration and interest to
the partners, shall be divided amongst the parties as follows:

Sr. No. Partner Percentage

1. Mr. Milapchand H. Jogani (First Partner) 1%

2. Mr. Rajesh M. Jogani (Second Partner) 49%

3. KP Malpani (HUF) (Third Partner) 5%

4. Mr. Kailashprasad S. Malpani (Fourth Partner) 15%

5. Mr. Abhishek K. Malpani (Fifth Partner) 20%

6. Mr. Ashutosh K. Malpani (Sixth Partner) 10%

TOTAL 100%

6. That none of the above partners shall be authorized to mortgage or pledge

or hypothecate or secure in any other manner his/ its share of interest in the
firm with any other person or persons by way of security.

7. That none of the partners shall be surety nor give any guarantee for any
third party or parties on behalf of the Partnership so as to bind the
Partnership for the acts of the third party or parties.

8. The accounting year of the Partnership shall be the year ending on the last
day of March every year. The Final Accounts as will be drawn up at the close

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 of the year shall be countersigned by all the parties hereto as a token of
acceptance.

9. That the books of account of the partnership concern shall be regularly

maintained and kept at the registered office address or at any other or
places as mutually agreed upon by the partners and the same shall not be
removed without the written permission of the partners and that the
partners shall have access to the books of account.

10. That the duration of the partnership shall be “ at will” and that none of the
partners can retire or withdraw from the partnership business without
giving one month’s notice in writing of his / its intention to retire which
notice shall be served on all the other partners. The retiring partner shall be
responsible for all the liabilities in connection with the partnership business
outstanding whether due or not on the date of his / its retirement and shall
to pay off his/its share of such liabilities to the partnership before his / its
retirement.

11. That the partnership firm shall indemnify the partners in respect of expenses
incurred in the ordinary course of business or for protection of the
partnership firm from any loss.

12. If the Partners deem proper and in their interest, they may with mutual
written consent of all Partners admit any other person or persons as
Partners on the terms and conditions as may be mutually agreed amongst
themselves and by execution of the admission of Partner and/or amendment
of the Partnership Deed.

13. That notwithstanding anything contained in the Indian Partnership Act it is

hereby mutually agreed to by and between the Partners that in case of
death or retirement or insolvency or winding up of any one or more

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 partners, the firm shall not be dissolved but shall continue to be carried on
by and between the remaining / surviving partners uninterrupted and legal
heirs and/or representatives of the deceased partner, as a continuing
concern, on the same terms and conditions as incorporated in this Deed or
on such terms and conditions as may be agreed to by and between them
from time to time.

14. The retiring partner will hand over the property of the Partnership under his
possession and/or any other books/documents etc. belonging to the
Partnership or any of its clients to the remaining Partners upon due receipt
forthwith and the Partnership Firm shall also issue to the retiring Partner a
“no claim receipt” to this effect. On retirement, a retiring Partner shall not in
any way interfere with the business of the Partnership.

15. No partner or the Partnership firm shall be liable and/or responsible for the
personal debt and/or liabilities of any other partner or partners.

16. That the Partners hereto shall be true and faithful to each other and shall
not do or cause to be done anything which may be detrimental to the
interest of the firm.

17. Each Partner shall:

17.1. Punctually pay his personal and separate debts and indemnify the
other partners and the assets of the partnership against the same and
pay all expenses on account thereof;

17.2. Be just and faithful to others and at all times give to each other full
information and truthful explanations of all transactions relating to the
Partnership business;

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 17.3. At all times give to the others a just and faithful account of the same
and also upon every reasonable request furnish a full and correct
explanation thereof;

17.4. Afford every assistance and co-operation in his power and to use his
best skill and endeavor in the conduct, promotion and execution of
the Partnership business/profession for their mutual advantage and
benefit;

17.5. No partner shall divulge any information of the partnership or of its

clients to any outsiders.

18. No partner shall without the consent of the other partners :

18.1. employ the money, goods or assets of the firm or pledge the credit
thereof except in the ordinary course of the business of the
Partnership Firm.

18.2. Credit in his / its own name or in the name of his relatives any money
in the books of account of the firm.

18.3. Enter into agreement or arrangement so as to bind the partnership or

become bail or surety for any other person or do or knowingly cause
to be done anything whereby the partnership property may be
endangered.

18.4. Mortgage or charge or otherwise transfer his / its share in the

partnership firm to any other party.

18.5. Employ or dismiss or fix increase or decrease the salaries

remuneration or wages of any staff servants or agents of the said firm
except in the ordinary course of business.

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 18.6. Except in the ordinary course of business draw or accept or endorse
any bill of exchange or promissory note on account of or in the name
of the firm so however such bill or note shall be signed jointly by
two Partners, one of the Partners from Aadi Group (either of First
and Second Partner) and one of the Partners from Malpani Group
(either of Third, Fourth, Fifth and Sixth Partners)

18.7. Compromise or relinquish any claim for or debt due to the said firm
either wholly or in part whatsoever.

18.8. Undertake and / or admit any liability on account of or in the name of

the firm.

18.9. Withdraw from or become non-suited or suffer any ex-parte decree or

ex-parte order being passed in any suit or legal or other proceedings
against the said firm or any of the partners on behalf of the said firm.

18.10. Admit any other assets of the said firm to any person, company of
form except in the ordinary course of business.

18.11. Give any security or promise for the payment of any money to any
person on account of the said firm except in the ordinary course of
business.
18.12. Any partner committing breach of any one or more terms in this
paragraph shall not be entitled to any goodwill and he / it shall
further indemnify and keep indemnified others from all losses or
expenses on account thereof.

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 19. In respect of matters not specifically provided herein, the Partnership shall
be governed by the provisions of the Indian Partnership Act, 1932.

20. That the bank account or accounts have been and shall be maintained in the
name of the firm. The bank account of the firm shall be operated with any
bank as the partners may decide from time to time. The said bank account
of the firm shall be operated and signed jointly by two Partners, one of
the Partners from Aadi Group (either of First and Second Partner) and one of
the Partners from Malpani Group (either of Third, Fourth, Fifth and Sixth
Partners).

21. All bonds, bills, notes, bills of exchange, hundies or promissory notes or
other securities given on behalf of the partnership (except cheques) shall be
signed, endorsed, accepted or executed jointly by two Partners, one of
the Partners from Aadi Group (either of First and Second Partner) and one of
the Partners from Malpani Group (either of Third, Fourth, Fifth and Sixth
Partners).and any bond, bill, note, bill of exchange, etc. to which any
partner may be a party contrary to this provision shall be deemed to have
been on the personal account of such partner and he shall pay and
discharge the same out of his own moneys and indemnify other partners
and the firm against payment thereof and against all actions, proceedings,
costs, charges, expenses, claims and demands in respect thereof.

22. All correspondence with various government authorities, architects,

consultants, Slum Society and any Competent Authorities can be signed
singly by any of the Partner. The Signing Partner must share a scanned copy
of the correspondence with the other Partners for their record.

23. All agreements and/or undertakings and/or registered undertakings,

indemnities entered on behalf of firm and more particularly for sale,

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 purchase, transfer of any land, flats, shops or any other right and assets
shall be signed/executed jointly by two Partners, one of the Partners
from Aadi Group (either of First and Second Partner) and one of the Partners
from Malpani Group (either of Third, Fourth, Fifth and Sixth Partners).

24. That with respect to any matter connected with the affairs of the firm, which
is not specifically provided for herein, the partners may make such
agreements therefore and may set in such manner with regard thereto as
may be agreed upon by and between themselves in writing.

25. The goodwill of the firm is the property of the firm and shall belong to the
firm only. Neither of the Partners, their heirs, executors, administrators or
assigns on retirement, expulsion or death/winding up shall be entitled to
claim any goodwill but shall only be entitled to be paid such amount
standing in the capital account or loan account after taking into account the
profits or losses or the debit balance, if any, up to that date.

26. That all disputes and questions in connection with the partnership or this
deed arising amongst the partners or between any one of them or their legal
representatives and whether during or after the partnership, shall be
referred to a mutually decided mediator. If the dispute is not resolved due to
mediation within 60 days, an arbitrator to be appointed with mutual consent
of the partners, in accordance with the provisions of the Arbitration and
Conciliation Act, 1996with all statutory modification for the time being in
force.

27. All the expenses of and incidental to stamp duty and registration charges of
this deed will be borne by the partnership firm.

The Schedule above referred to:

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Slum Rehabilitation Scheme, situated at C. S. No. 930 and 930 (pt.), Plot No. 70(pt),
72(pt) and 73(pt), (earlier C. S. No. 24(pt), Plot No. 70(pt), Scheme No. 58 of Worli
Estate, B. G. Kher Road, Worli, Mumbai – 400 018, admeasuring 1771.82 Sq. Mtrs.
approx. and its boundaries are follows:,Description of Gautami Mata Nagar property

North and in that direction : 13’ DP Road

South and in that direction : C.S. No. 930(pt), Pharma Search House and
M/s. Jari Mari Co-Op. Hsg. Soc. Ltd. (SRA)

East and in that direction : C.S. No. 930(pt), Open Plot

West and in that direction : Jari Mari Mata Mandir

In witness whereof the Partners to this deed have set their hands and subscribed

their respective signatures and seals on the day and year first hereinabove above

written.

Signed, Sealed and Delivered by the ]

within named the First Partner ]

Mr. Milapchand H. Jogani ]

In the presence of ]

Signed, Sealed and Delivered by the ]

within named the Second Partner ]

Mr. Rajesh M. Jogani ]

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In the presence of ]

Signed, Sealed and Delivered by the ]

within named the Third Partner ]

K.P. Malpani (HUF) through its ]

Karta, Mr. Kailashprasad S. Malpani ]

In the presence of ]

Signed, Sealed and Delivered by the ]

within named the Fourth Partner ]

Mr. Kailashprasad S. Malpani ]

In the presence of ]

Signed, Sealed and Delivered by the ]

within named the Fifth Partner ]

Mr. Abhishek K. Malpani ]

In the presence of ]

Signed, Sealed and Delivered by the ]

within named the Sixth Partner ]

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Mr. Ashutosh K. Malpani ]

In the presence of ]

Witnesses:

Witness 1 Witness 2

Name:

Father’s/Husband’s
name:

Address:

Signature:

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