DEED OF PARTNERSHIP

THIS DEED OF PARTNERSHIP is made at Mumbai this 22 nd day of January, 2010

BETWEEN [1] MOHD. EBRAHIM ABDUL RAHIM MITHAIWALA, Indian
inhabitant residing at 50/152, Bismillah Mazzid, 1st Floor, R. No.1-2-3, Undria Street,
Mumbai – 400008 hereinafter referred to as “The Party of the FIRST PART”, [2]
MOHD. ISHMIL EBRAHIM MITHAIWALA, Indian inhabitant residing at 50/152,
Bismillah Mazzid, 1st Floor, R. No.1-2-3, Undria Street, Mumbai – 400008,
hereinafter referred to as “The Party of the SECOND PART”, [3] MOHD. FAISAL
EBRAHIM MITHAIWALA , Indian inhabitant, residing at 50/152, Bismillah Mazzid,
1st Floor, R. No.1-2-3, Undria Street, Mumbai – 400008 hereinafter referred to as “The
Party of the THIRD PART” and [4] NOORJAHAN MOHD. EBRAHIM
MITHAIWALA, Indian inhabitant, residing at 50/152, Bismillah Mazzid, 1st Floor, R.
No.1-2-3, Undria Street, Mumbai – 400008 hereinafter referred to as “The Party of the
FOURTH PART”

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WHE R EAS :

1. The parties of the First to the Fourth parts hereto have decided to join as a

partners to carry on business in partnership in the firm name and style of

“MESSERS TWIN FIELDS” and have commenced the said Business in the name

and style of “MESSERS TWIN FIELDS” w.e.f. from 01.01.2010.

2. It was mutually agreed that the party of the First, the Second, the Third and the

Fourth parts to join the partnership firm w.e.f. 1st January, 2010.

3. The parties hereto are desirous of recording hereunder the terms and conditions of

the said partnership mutually agreed upon amongst them.

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THIS INDENTURE WITNESSETH AND IT IS HEREBY AGREED, DECLARED

AND RECORDED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS :

1. The Partnership hereby constituted has commenced from 1st January, 2010.

2. The name and style of the Partnership will be MESSERS TWIN FIELDS. The

parties hereto, however, may adopt such other name as they may decide by mutual

consent.

3. The Partnership business will be carried on at 005, Phase II, Twin Complex,

Marol Maroshi Road, Marol Naka, Andheri (East), Mumbai-400059. or at such

other place as the partners may decide by mutual consent.

4. The capital of the Partnership firm will be Rs.5,00,000/- (Rupees Five Lakhs

Only) and the same will be contributed by the partners in such proportions as may

be mutually agreed upon. The partners may bring in additional capital and further

funds by way of current account/loans from time to time as may be mutually

agreed upon at such rate as may be decided by them but not exceeding 12% per

annum.

5. The Partnership business will be that of development of land, real estate projects

and construction of buildings for residential/ commercial purposes and to work as

Contractors/ Sub-Contractors and Agent for all types of construction work

Hospitality, Real Estate Leasing, Finance and as such other business as the parties

hereto may from time to time mutually agree upon.

6. Any of the parties hereto shall be entitled to carry on business of any nature

whatsoever, but not in the firm’s name and style of MESSERS TWIN FIELDS

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 and as such business shall be distinct, separate and independent of the business of

this firm and the other partners will have nothing to do with his/her such separate

business.

7. The Accounting year of the Partnership firm shall be commencing from 1st April

to 31st March, every year.

8. The profits and losses, (including those of capital in nature) shall be shared by the

parties hereto in the following proportions :

i. The Party of the First Part : 50%

ii. The Party of the Second Part : 15%

iii. The Party of the Third Part : 15%

iv. The Party of the Fourth Part : 20%

9. The parties hereto of the First, the Second, the Third and the Fourth Parts have

agreed to continue do devote their full time and attention to the partnership

business with effect from 1st January, 2010, they shall be entitled to yearly

remuneration as under:-

i. On the first book profit of Rs.3,00,000/- [Three Lakhs Only], @ 90%

[Ninety Per Cent] of such book profit equally to each of the First, the

Second, the Third and the Fourth Parts;

ii On the balance of book profit the amount calculated @ 60% [Sixty Per

Cent] of such profit equally to each of the First, the Second, the Third and

the Fourth Parts.

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10. For the purposes of this Clause [i] above, the expression “Book Profit” shall mean

the Book Profit as defined in Section [10-(b)] of the Income-tax, 1961 or any

statutory modification or re-enactment thereof, for the time being in force.

11. No remuneration will be payable to the partners in the event of the Book profit

not being a positive sum.

12. The yearly remuneration payable to the parties hereto shall be credited to the

respective capital accounts on ascertainment of the book profit at the time of the

accounting year.

13. Each of the partners shall be entitled to draw every month a sum not exceeding

that as mutually agreed upon, against the remuneration payable to him/her. Such

withdrawals will be adjusted at the end of the accounting year against the

remuneration payable to him/her. In the event of the partnership firm having

suffered a loss or the remuneration being less than such withdrawals, the amount

of the withdrawals, as the case may be, shall represent the debt from him/her.

14. All the necessary and proper books of account together with all letters, papers and

writings concerning or belonging to the Partnership firm shall be regularly

maintained and any partner or his/her authorized agent shall, at the reasonable

times, have free access to them and the right to inspect them and to take

copies/extracts from them.

15. Each partner shall :

[i] forthwith pay to the said firm all monies, Cheques, negotiable instruments,

etc., received by him/her on account of the firm;

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 [ii] afford every assistance and co-operation in his/her skill and endeavor in

the conduct, promotion and prosecution of the Partnership business for the

mutual advantage and benefit of the partners;

[iii] pay his/her separate debts punctually and indemnify and keep indemnified

the other partners as also the assets of the partnership and every part

thereof.

16. No Partner shall without the consent of the other partner in writing, assign or

mortgage his/her share interest in the Partnership.

17. The accounts of the Partnership shall be opened with such bank or banks as the

parties hereto may from time to time agree upon and the same shall be operated

by any one partners of the firm.

18. All Agreements for Sale of flats and other premises shall be executed by any one

of the partners as authorized by all the other partners of the firm.

19. The Partnership can be dissolved only with the unanimous consent of all the

Partners. Death, retirement or insolvency of any Partner shall not dissolve the

Partnership hereby constituted but the same shall continue with the Surviving/

Continuing/Remaining Partners. Any Partner can retire from the said Firm by

giving to the other Partners three months notice of his/its intention to retire and at

the end of the period of notice the Partner giving the notice shall automatically

stand retired.

20. The retiring Partner, the official assignee or the heir of the deceased Partner shall

not be entitled to any specific share in any asset of the firm but shall be entitled to

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 any amount standing to his/its credit in the net assets of the Firm, i.e. after

deducting the debts and liabilities of the Firm.

21. On the death of a Partner, the heirs of the deceased Partner shall be admitted as

Partners [if they be willing] in the said Firm in place of or stead of the deceased

Partner with the same rights and liabilities as the deceased Partner had in the

Firm.

22. All disputes, differences, claims and questions whatsoever which shall arise either

during the Partnership or afterwards between the Partners or their respective

representatives of any other Partner touching these presents or the construction or

the application thereof or any clause or assets, debts or the liabilities to be made

hereunder or as to any act, deed or omission of any Partner or as to any other

matter in any way relating to the Partnership business or the affairs thereof or the

rights, duties or liabilities of any person under these presents shall be referred to

the arbitration of 2 (two) Arbitrators to be appointed by each party to the dispute

and such arbitration shall be in accordance with and subject to the provisions of

the Arbitration & Conciliation Act, 1996 and/or the statutory modifications

and/or re-enactments thereof for the time being in force.

23. The Arbitration shall always be held in Mumbai and Courts of Mumbai shall

alone have jurisdiction in the matter.

24. Notwithstanding anything stated or provided herein the parties shall have full

powers and discretion to modify, alter or vary the terms and conditions of the

Partnership Deed in any manner whatsoever they think fit by mutual agreement

which shall be reduced to writing and signed by all the Partners and thereupon the

said writing shall become appendage and part of this Deed.

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IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their

respective hands on the day and year first hereinabove written.

SIGNED, SEAL AND DELIVERED )

by the within named “The Party of )

The FIRST PART” )

MOHD. EBRAHIM ABDUL RAHIM MITHAIWALA )

in the presence of ….. )

SIGNED, SEAL AND DELIVERED )

by the within named “The Party of )

The SECOND PART” )

MOHD. ISHMIL EBRAHIM MITHAIWAL )

in the presence of ….. )

SIGNED, SEAL AND DELIVERED )

by the within named “The Party of )

The THIRD PART” )

MOHD. FAISAL EBRAHIM MITHAIWALA )

in the presence of ….. )

SIGNED, SEAL AND DELIVERED )

by the within named “The Party of )

The FOURTH PART” )

NOORJAHAN MOHD. EBRAHIM MITHAIWALA )

in the presence of ….. )

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****************************************
DATED THIS 22ND DAY OF JANUARY, 2010
****************************************

BETWEEN

MOHD. IBRAHIM ABDUL RAHIM MITHAIWALA

MOHD. ISMAIL IBRAHIM MITHAIWALA

MOHD. FAISAL IBRAHIM MITHAIWALA

AND

NOORJAHAN MOHD. IBRAHIM MITHAIWALA

DEED OF PARTNERSHIP

MESSERS TWIN FIELDS