HTRA t) 2022 t) BX 442925 I :----- - -·--·--·- . 0/DI ifi/liTillli' iW10J7[, I D·QF,RETlR EMENT OF ONE PARTNER AND ADMISSION OF NEW PARTNER THIS AGREEMENT is made at this 1st day of April 2023 Between Mrs. HEMA KANTILAL HARIA, aged about 64 years, Indian Inhabitant, residing at 16, Krishna Kunj, N. S. Road No.·2, Vile Parle West, Mumbai 400056, hereinafter referred to as the . "CONTINUING PARTNER" [which expression shall unless it be g repugnant to the co:r;i.text or meaning thereof mean and include ~ ~ - 1 C tiJHll))'-4 -.,.t( . ~ ~ •: ;:: .,:., ;1:.fl,~wif.1 Sf~j1l'Ul1'Wa ·········---·· ··-· ~ .. ,:·-~i- ~~ 1 (/,,:'(Jt/.Wtif '!f<.61'~ ..... .. ..... .... ······ ··•···•······••·. ···· •·· ···• ... .. ···\· ~ ••..•••.••••• ~ . ~ ;;=~ ~ 3Tl~~ ~;r ·7 :- B~/ «iiJt ..... .. ... ......... cri,.~·~·-· ~~~<:~* ~.((l:.<'i'~1T. <~:o1 ... . ... .iif'l;·\{ .. A.SS.Q.................... -- -:..J:~i R:'i:i~ 1~(.rr;::;c/ :":';" ·;;,/.~· -,.; ·"'. ...:, .. .. .. ....... .. . ...... ... .. . . .... .. .... .. ... . ....... . ... ._· _ !_;~4·".l! r;:'.;.:::·.:.3;\ ~;; ;:_; .~ ·· . . ; ... ........... ...... ... ... .... .... .. .... .. .. .... -p.a,tl~.•.... r ~~i~:; i\~µ{-;· : :rt11 - :-.-:ri~,!rs;:: ;t \:· > ~ :.:,/i -;n[:;- ~·-~t::· . . :. -~· (tffi), ~ J - ·q cn:::r: ,:r.r•ii,;s ~1x·,: •:1 o \.?l,CJ her heirs, executor s, adminis trators and assigns] of the ONE PART AND MR. JAYESH KHIMJI HARIA, aged about 55 years, Indian Inhabita nt, residing at 601, Sheetal Smruti, N. S. Road No. I, Vile Parle West, Mumbai 400056, hereinaf ter referred to as the "RETIRING PARTNER" [which expressi on shall unless it be repugna nt to the context or meaning thereof mean and include his heirs, executor s, adminis trators and assigns] of the SECOND PART AND SHREE SHEETAL DEVELOPERS PRIVATE LIMITED, a compan y registere d under the Indian Compan ies Act, 1856 having its registere d office at "Krishna Kunj", Narsee Monjee Lane, Vile Parle West, Mumbai 400056, hereinaf ter referred to as the "INCOMMING PARTNER" (which expressi on shall unless it be repugna nt to the context or meaning thereof be deemed to mean and include the said company and its successo rs in title) of the THIRD PART: WHEREAS: (a) The Partners hip m the name and style of M/s. J. K. Associat es was constitu ted as per the terms and st conditio ns containe d in the Deed of Partners hip dated 1 July 1987 which was later on modified as follows: (b) The Continu ing Partner and the Retiring Partner are the Partners hip in the name of . s ins carrying on busines ~ - I M/s. J. K. Assoc iates under the Deed of Retire ment and Partn ership dated 1st day of April 1989. The said Partn ership firm of M/ s. J. K. Assoc iates (c) is absolu tely seized and posse ssed of or other wise well and suffic iently entitle d to the immo vable prope rty being layou t Plot No.12 1, Old Surve y No. 733 (Part) , New Surve y No.12 4 (Part), adme asurin g 413 sq. mtrs, Layou t Plot No. 122, Old Surve y No. 733 (P), New Surve y No.12 4 (Part) , adme asurin g 389 sq. mtrs. Layou t Plot No.13 9, Old Surve y No. 733 (Part), New Surve y No.12 4 (Part) , adme asurin g 495 sq. mtrs and Layou t Plot No.14 0, Old Surve y No. 733 (Part), New Surve y No.12 4 (Part) , adme asurin g 430 sq. mtrs. Comp rising of land bearin g Old Surve y No. 733 (Part), New Surve y No.12 4 (Part) , situat e, lying and being at Village Bhay ender , Near Mira Road (East), Taluk a and Distri ct Thane , in the regist ration Distri ct and Sub-D istrict of Than e and as more partic ularly set out in the Sched ule hereu nder writte n. (d) The said Partn ership firm amalg amate d the said 4 prope rties and const ructed four build ings know n as "SHEETAL DHARA" comp rising of four build ings viz. "A", "B", "C" and "D" consi sting of 44 flats & 1o shops . (e) The said Partn ership firm in due cours e of busin ess had sold variou s shops / an d fl a t s to the respe ctive shop/ flat purch asers by execu ting A greem ent unde r the provi sions of The Maha rashtr a Owne rship Flats. (Regu lation of the Promotion of Construction, Sale, Management and Transfer) Act, 1963 and Rules made thereunder. (D In or about 2012, the then Partners of the said firm i.e. Continuing Partner and Retiring Partner distributed entire balance stock of unsold flats & shops Stock in Trade amongst themselves which was appropriated amongst them in their respective ratio in the said firm and both the Partners are entitled to sell the flats / shops, coming to their share in the said building "Sheetal Ohara". (g) The Purchasers of flats in the buildings "C" and "D" have formed and registered a Co-operative society in the name and style of SHEETAL OHARA CO-OPERATIVE HOUSING SOCIETY LTD. (h) The buildings comprising of Wing "A", "B", "C" and "D" standing on the said property have become dilapidated and after following the procedure contemplated under the Maharashtra Co-operative Societies Act, the respective flat purchasers of Wing "A" and "B" of the building SHEETAL OHARA "C" & "D" Co-operative Housing Society have granted their no objection and redevelopment rights to the said property to M/s. J. K. Associates. (i) It was mutually decided between the parties hereto that the Retiring Partner shall retire from the said firm having received his capital with share of profit as aforesaid and redevelopment of the said building shall be done by the . ·· ~ [[{tlLL ◄ Con tinu ing Part ner and the Inco ming Part ner, upon the term s agre ed betw een them . Li) The Inco ming Part ner has agre ed to inve st / arra nge requ ired fund s for rede velo pme nt of the said prop erty and also provide its expe rtise and logis tic supp ort in deve lopm ent of the said prop erty. (k) In view of the said Und ersta ndin g arriv ed betw een the part ies here to, the Inco ming Part ner has alrea dy incu rred .. expe nses towa rds rede velo pme nt of the said prop erty , pend ing finalization of the form al docu men ts and as such , it is agre ed that the amo unts spen t by the Inco ming Part ner before exec ution of thes e pres ents shal l be trea ted as the capi tal of the Inco ming Part ner in the said firm. (1) In the circu msta nces afor esaid , the Con tinu ing Part ner has agre ed to adm it the Inco ming Part ner as Part ner in plac e of the Reti ring Part ner. (m) The part ies here to are desi rous of reco rdin g the term s and cond ition s agre ed to betw een the part ies here inaf ter appe aring . NOW IT IS AGREED BY AND BET WEEN THE PAR TIES HERETO AS FOLLOWS: - 1. In view of the Reti ring Part ner havi ng alrea dy rece ived his capi tal with prof it mad e by the said firm by deve lopin g the buil ding "She etal Dha ra", as afor esaid , the Reti ring Part ner here by retir es from the said firm and agre es and decl ares that th~ c\.C~ount of the said firm has alrea dy been . ~ \{~V -- \--l~ ~ l,<..C\."(L~ ~ · fetU<. 5 stated and accepted by him and that from the date hereof, the Retiring Partner will not have any right or claim in respect of any of the assets of the said firm including goodwill and all outstandings, benefits of all the contract of the firm including Agreement of Redevelopment entered by the said firm, as the Retiring Partner has already expressed his inability to take pa rt in redevelopment process and invest in the project of redevelopment of the said property. 2. The Retiring Partner releases all his rights and claims to and in the said Firm and its assets of all kinds. 3. The Continuing Partners agree to indemnify and keep indemnified the Retiring Partner against all losses, costs, charges and expenses that the Retiring Partner may suffer or incur on count of any claim being made against him as a Partner of the said Firm. 4. The Continuing Partners admit the New Partner as a Partner of the said Partnership in place of the Retiring Partner and on the basis of the same terms and conditions as are contained in the said Deed of Partnership hereinbefore recited and as modified herein. The New Partner will not be entitled to the benefits by way of profits earned during the period upto the date of these presents. 5. The Incomming Partner has agreed to bring in required amount and finance for the purpose of redevelopment of the said property and also agr:eed to obtain all necessary 1-{av~ r{VrN7-.- ~,.,,-ik ' \.~ \\).~ / {(LfttL approvals from Planning Authorities and other statutory authorities, as and when required. 6. The Incoming Partner shall be entitled to interest @ 12% per annum on all the amounts brought in by the Incoming Partner in the said firm either by way of capital or by way of loan ; advance. Continuing partner shall also be entitled to interest @12% per annum on all the funds brought in by continuing partner. 7. It is agreed and confirmed by the Continuing Partner that all the expenses which have been incurred by the Incoming Partner Shree Sheetal Developers Pvt. Ltd. shall be treated and shown as capital brought by the said Incoming Partner in the firm. 8. It is further agreed and recorded that out of the sale proceeds and/ or any other amounts received or recovered from sale of the flats or otherwise, by the said firm, the Incoming Partner shall be reimbursed the amount brought in by the Incoming Partner in the said firm by way of capital or as and by way of loan as the case may be. After reimbursemen t of all the investment done by the Continuing Partner and defraying all the expenses and paying outgoings, the amount of profits shall be distributed in the ratio, as mentioned hereunder. 9. It is further clarified that if the Incoming Partner arranges funds, by way of loan from any Ban k / · 1 Financia 7 Institution or private parties, the interest thereon, and the amount of loan would be paid by the firm. 10. The share of the Continuing Partner and the Incoming Partner in the capital assets and profits and losses of the said Partnership will be as follows under the said Deed of Partnership . (i) Hema Kantilal Haria - 40% (ii) Shree Sheetal Developers Pvt. Ltd. - 60% 11. All the Agreements for Sale of Flats shall be executed jointly and or severally by both the partners under the signature of i.e. Smt. Hema Kantilal Haria and or Shri Kantilal Haria being the nominee of Incoming Partner herein. 12 . That all the Partners shall be working Partners and shall be actively engaged in the Partnership business. The Partners shall be paid permissible remunerati on in their profit-shari ng ratio which shall be worked out under section 40(6)(v)(2) of the Income Tax Act, 1961 (43 of 1961) as amended from time to time. 13. That regular book of accounts of Partnership shall be maintained at principal office wherein all accounts shall be properly and regularly recorded. The said books of accounts shall be kept at the principal place of the business and shall be open to inspection for the parties and their representat ives. That the Bank Account / Accounts shall be· opened in any bank and/or banks in - the name of the Partnership firm and the same shall be operated jointly or severally. 14. Neither of the parties shall without the consent in writing of the other Partner shall (a) Assign, mortgage or charge his share or interest in Partnership wholly or in part, to any person other than the other Partner. (b) Admit any li ability in a suit or proceedings against the Partnership firm . (c) Enter into Partnership on behalf of the Partnership firm. (d) Withdraw a suit or proceedings filed on behalf of the Partnership firm. (e) Open a banking account on behalf of the Partnership firm in his/her own name . 15. Each Partner shall: a. Carry on the business of the firm to the greatest common advantage. b. Be just and faithful to the other Partner C. Not pay his/her separate and private debts and shall protect all the p art ners h"1P assets against any proceedings, costs, clai ms an d demands in respect thereof. And shall also inde mm'fy t h e firm m . case of any loss, etc., owing to his/her ~ n eg1·1gence. ~~ ~~ ~\-\~/< ' ~ (!le- 9 16. That all running expenses such as salaries, Partners remunerati on in Partners and others i.e . Rent, electricity, telephone and other charges paid by the firm and shall be debited to the expenditure accounts or any other account kept for the said purpose by the firm . 17. That the first accounts of the Partnership firm shall be closed on the 31 st March 2024, profit & loss account and Balance sheet shall be prepared and approved by both the partners and profit / loss shall be shared by the Pa rtners in the profit-shari ng ratio provided hereinabove . 18. That the Partnership is "AT WILL'. Any Partner desirous to sever his/ her connection from the firm can do so by giving three calendar months' notice in writing to other Partner. 19. The goodwill of the Partnership firm all other rights, titles and interest shall belong to the Partnership firm only, and retiring / outgoing partner shall not be entitled to the same. 20. The Partnership firm may borrow or accept deposits from time to time from persons, firms, companies or banks such monies as may be required for the purposes of the business of the Partnership firm on such terms and conditions as may be thought fit and proper. 22. The Partners may add, alter, amend the provisions of this Partnership deed from time to time in any manner they mutually agree to and such additions, alterations and amendmen ts shall be recorded in writing and signed a nd 10 C acce pted by HII th<: l 111rl nl:l'H 11, wliid, r)(:<;urr<.;n cc; the tcrm Hof th ir; P,Jrtm:rrsh ip ck,:d , 23 . Th at fo r any other m:it.11:r