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It is a different matter, though, that no third party has been involved till date for bringing the funds.

7. On the expiry of the term of JVA, TCG was to sell its entire shareholding, at par value, to Mr. Manmohan Singh and to facilitate this process, Clause 3.8 provided the following modus:

"3. 8 Sale of Shares It is hereby agreed that within thirty (30) days of the allotment of shares to the Parties, TCG shareholders shall enter into an agreement to sell with MMS to sell the entire shareholding at the par values, upon the expiry of the Term. In the event during the subsistence of this Agreement, the Shareholding of TCG is Transferred to an Affiliate. TCG shall ensure that such Affiliate also executes an agreement to sell with MMS, in respect of all, or a portion of Shareholding which is Transferred to such Affiliates. "

8. Article 9 which is the soul of the entire JVA, provides for Roles, Responsibilities and Obligations of both the parties in the following manner :

"ARTICLE 9 ROLES, RESPONSIBILTIES AND OBLIGATIONS:

9.1 MMS shall provide the Premises `A' and Premises `B' to the Company in terms of the lease deeds as contemplated in Schedule III & IV.

(b) International Caterers Pvt.Limited, a company nominated and controlled by MMS shall provide consultancy services to the Company, in respect of renovation, refurbishment, and its effective management. For providing the said consultancy services International Caterers Pvt.Ltd. will be paid a sum of Rs.5.4 lakhs per month, which sum shall be increased @ 5% every year in terms of SCHEDULE VI hereof. It is hereby agreed that the payments in terms hereof shall commence on April 1, 1998, or after the possession of Premises A has been handed over to the Company, whichever is later. The possession in respect of the residential house currently occupied by MMS which shall be handed over at a later date.

(c) MMS shall be entitled to retain, free of cost, one unit in Premises B for his personal use, as further described in Schedule V attached hereto, upon completion of construction of the apartments.

9.2 TCG

(a) TCG shall act as a co-developer and the renovation and refurbishment manager with respect to the Venture and shall be responsible for all designs, construction and marketing with respect to the joint venture, in consultation with MMS.

(b) TCG will take steps to arrange necessary financing, either by way of its own contribution or by third party debts including from financial institutions or other persons.

(g) It shall be responsibility of TCG to ensure adequate cash flows in the Company to ensure payments to International Caterers Pvt.Ltd.in terms of Article 9.1(b)

(h) It is hereby agreed that MMS and TCG shall make all reasonable efforts to obtain necessary Governmental Approvals for carrying out development activities on Premises B. However, in the event the Governmental Approvals are not obtained within six (6) months hereof, the Terms of this Agreement would be extended by six (6) months. However, if the Approvals are not obtained within eighteen (18) months hereby TCG, in its sole discretion, may intimate MMS of its inability to carry out any further activities on Premises B. Thereafter, TCG shall always have the right to first refusal with respect to any developments on Premises B, during the Term of this Agreement.