Shapoorji Pallonji Investment Advisors Pvt. Ltd. vs Omkar Realtors and Developers Prviate Limited

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMMERCIAL EXECUTION APPLICATION (L) NO.629 OF 2020 IN

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COMMERCIAL ARBITRATION PETITION NO.554 OF 201^~

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1. Shapoorji Pallonji Investment )
AdvisorsPrivateLimited )
Companyincorporated underthe )
IndiancompaniesAct,1956 )
Havingitsregisteredofficeat70, )
NagindasMasterRoad, Fort,
Mumbai-400023
2. ShapoorjiPallonji Development ⁾ ManagersPrivateLimited )
(formerlyknownasLucrative )
PropertiesPrivateLimited⁾ )
ACompanyincorporated underthe⁾
IndianCompaniesAct,1956 ^having)
itsregisteredofficeat70, )
NagindasMasterRoad,Fort, )
Mumbai,Maharashtra, )
Mumbai-400 023 )	. . . Petitioners

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Versus

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Omkar Realtors & Developers ) Pvt. Ltd. ) A company incorporated under ) The Indian Companies Act, 1956 ) Having its registered office at ) Omkar House, Off. Eastern ) Express Highway, Sion (East) ) Mumbai - 400022. ). .Respondent /^{Judgment Debtor}

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CONSENT TERMS BETWEEN PETITIONERS AND

RESPONDENTS

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The Petitioners and the Respondents have mutually and amicably arrived at a settlement whereby the claim of the Petitioners are settled as under:

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The Petitioners i.e. Shapoorji Pallonji Investment Advisors Pvt. Ltd . ( SPIAPL ) and Shapoorji Pallonji Development Managers Pvt. Ltd. ( SPDMPL^” ) (collectively, Shapoorji ) had entered into an Investment Agreement dated December 29, 2015 ( Investment Agreement ) with Omkar Realtors and Developers Pvt. Ltd. (presently known as, Memphis Realtors Private Limited) ( Omkar ) and Rock Spaces Pvt. Ltd. ( Rock Spaces^” ) for consideration and on terms and conditions as more particularly set out therein. On December 29, 2015, Rock Spaces also entered into a Debenture Subscription Agreement with Omkar and SPDMPL, pursuant to which Rock Spaces issued and allotted 2,40,000 redeemable, non - convertible

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debentures to SPDMPL for an amount of INR 24,00,000 / - ( NCD Invested Amount ).

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Spaces on one hand and Shapoorji on other hand relating to tinimplementation of their respective obligations under Agreement the Investment Subscription Due to a dispute and differences arose between Omkar and Rock and the Debenture Agreement, Shapoorji filed a petition under Section 9 of the Hon ble Bombay High Court. Petition No. 554 of 2017) ( Arbitration Petition ' 1 ) before the Arbitration and Conciliation Act, 1996 (Comm . Arbitration

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Agreement Agreement the primary obligation to make payments under the First Twenty' Six Crore and Ninety' One Lakh Only). It was agreed that Consent Terms would be of Omkar. On November 9 , 2017 , the amounted to Rs. 226,91,00,000/- (Rupees Two Hundred Subscription the parties agreed that the total amount due and payable by 4. First Consent Terms were taken on record by the Hoifble accordingly. executed a Consent Terms ( First Consent Terms ) in which Bombay High Court and the Arbitration Petition was disposed ol Omkar and Rock Spaces to Shapoorji under the Investment On November 9, 2017, Shapoorji, Omkar and Rock Spaces and the Debenture

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$ Omkar only paid a sum of Rs 45,00,00 ,000/- (Rupees Forty 2018, Shapoorji filed an Execution Application bearing ( L ) No Five Crores only) under the First Consent Terms. On August 21. .

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2230^of2018)^{(FirstExecutionApplication} 5 ), before the Hon ble Bombay High Court. Thereafter, the parties entered into negotiations to settle the disputes, pursuant to which, on August 26, 2019, Shapoorji, Omkar and Rock Spaces entered into another Consent Terms ( Second Consent Terms ). Under the Second Consent Terms, the parties agreed that the total amount payable by Omkar and Rock Spaces to Shapoorji was Rs. 148.00^,00,000 /^{-(Rs.OneHundredandForty} -^Eight Crores Only) along with interest of Rs. 43,00,00,000/- (Rs. FortyThree Crores Only). After deducting the amounts already paid, Omkar was liable to pay an amount of Rs. 98,00,00,000/( Rupees Ninety-Eight Crores Only). The obligation to pay the interest of Rs. 43,00,00,000/- (Rs. Forty-Three Crores Only) was on Rock Spaces.

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Under the Second Consent Terms, in lieu of paying Rs. 98^,00,00,000 /-^{(RupeesNinety-Eight} Crores Only^), Omkar agreed to transfer 8 flats (valued at Rs. 94,57,28,000/-) in its project called Omkar 1973 and an amount of Rs. 3,42,72,000/-, on or before February 18, 2020. Accordingly, on August 27. 2019^{, the} Hon^{’ble Bombay High} Court took on record the Second Consent Terms and disposed of the First Execution Application.

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Pursuant to the Second Consent Terms, On September 21, 2019, Omkar only transferred 2 flats to Shapoorji leaving behind 6 Flats to be transferred. Therefore, on March 3,. 2020, Shapoorji initiated the Commercial Execution Application (L) No. 629 of

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2020 ( Second Execution Application ) before the Hon blo Bombay High Court.

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2021, the Hon ble Bombay High Court inter alia recorded that a By art order dated September 30, 2021, the Hon ble Bombay Ninety Three Lakh and Fifty Two Thousand ) was owed b\ High Court inter alia directed Omkar to disclose the particulars restrained Omkar from obtaining credit, or from recovering all third - party debts. Thereafter, by an order dated October 25, crystallised liability of INR 77,93,52,000/- (Seventy Seven Cryre Omkar to Shapoorji. of the debt due and payable by any third parties to Omkar , and

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' ble 2022 between Omkar and Shapoorji Consent Terms ). Under the SC Consent Terms, Omkar 77,93?52000/- and inter alia the following was agreed : Supreme Court (by way of Special Leave Petition bearing No. matter, resulting in the execution of a third consent terms dated that requested Shapooiji to enter into negotiations to settle the Shapoorji September 30, 2021, and October 25, 2021, before the Hon February 14, accepted an amount 17353 ~ 54 of 2021) ( SLPs ). Thereafter, Omkar once again owed of INR On October 27, 2021, Omkar challenged the orders dated it

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( SC

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(amounting to INR 27,67,75,000/-) in the project called Omkar 1973, on or before March 16, 2022; and a. Omkar would hand over Flat Nos. A - 6103 and B - 6102

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b. Omkar would take necessary steps to pay{he balance debt of 1 NR 50,25,77,000/-, on or before July 14, 2022, or 2 months from the date of release of the promoters of Omkar on bail, or alternatively, hand over 4 (four) flats (A-5904, A~6oo4, B-3903 and A-5505) in the project called Omkar 1973 to clear the balance amount, on or before July 14, 2022, or 2 months from the date of release of the promoters of Omkar on bail, whichever is earlier.

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Accordingly, on February 14, 2022, the Hon ble Supreme Court took on record the SC Consent Terms and disposed of the SLPs.

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In pursuance thereto, the two flats (he.,Flat No. A - 6103 and Flat No. B - 6102) were transferred by Omkar to Shapooiji in August 2022 However, Omkar failed to pay the balance debt of Rs. 50,25.77,000/- and f or alternatively transfer 4 (four) flats (A-5904, A-6004, B-3903 and A-5505) in project Omkar 1973.

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12 . On October 28, 2024, Shapoorji filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 ( IBC^” ) (Diary no. 2709138/10520/2024⁾^{**(NCLTPetition)**againstOmkaron} account of its failure to pay the balance amount of Rs. 50^, 25^, 77^,000 /^-.

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13^. During the pendency of the proceedings, Omkar approached Shapoorji with a proposal to amicably settle the disputes. The parties have, after discussions and negotiations, agreed to the following terms.

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due and payable to Shapoorji is Rs. 50,25,77,000/ - (Rupees Fift \ Crore Twenty Five Lakh Seventy Seven Thousand Only ).

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14 - Omkar agrees, clarifies, and confirms that the balance amount

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payment of this balance amount of Rs. 50,25,77,000/ - and in full and final satisfaction of the claim of Shapoorji: Omkar have agreed to transfer and Shapoorji has agreed to accept two flats in Omkar 1973 (mentioned below ) towards the

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transfer to Shapoorji , the following 2 (two) fiats along with

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a. Omkar hereby agrees to forthwith transfer and/or cause to

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car parks in Omkar 1973 project as described below:

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Unit No.	Project I Name 1 .	Carpet Area (in sq. ft.)	Car Parks
Flat No. A-600360th !Floor	iOmkar1973 I	1924.17	TwoCar Park .
FlatNo. B-3903,39th t Floor		Omkar1973 1	3643.72

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"the said flats . respective car parks are hereinafter referred to as The above referred two fiats i.e.A-6003 and B-3903 and the

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the said flats in favour of Shapoorji.

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b. Omkar including its group company that is , Seraphic Realtors Pvt. Ltd. also hereby agrees to transfer and convex

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NOC from IDBI Trusteeship Services Ltd. for release ol their

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c. Omkar herb) represents and confirm that it has rrcehed .

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charge on the said flats. The NOC is for transfer of the said flats in favour of Shapoorji. Copies of the NOC bearing nos. 55225^-1 /^ITSL /^OPR /2024^- 25^dated18 "1 March 2025 in respect of Flat No. A-6003 and NOC bearing nos. 552252/ ITSL/OPR/2024-25 dated 18^th March 2025 in respect of Flat No. B-3903 are annexed as Annexurc- AV and B hereto.

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d . SPIA.PL hereby grant consent and authorised Omkar to execute the Agreement for Sale in respect of the said flats in favour of and in the name of Shapoorji Pallonji Development Managers Pvt. Ltd. ( SPDMPL ). Upon execution of the Agreement for Sale in respect of the said Flats in favour of SPDMPL, Omkar shall stands discharge.

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e. Simultaneously upon the execution of this Consent Terms, the parties have executed Agreement for Sale in respect of the said flats and the said Agreement for Sale are registered with the office of the Sub Registrar of Assurances at Mumbai.

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f. The stamp duty and registration charges on the aforestated two Agreement for Sale is paid by Shapoorji.

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g. Simultaneously, upon execution of this Consent Terms, Omkar has handed over the quiet, vacant and peaceful possession of the said flats to Shapoorji. Shapoorji hereby acknowledges and accepts the possession of the said flats.

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h . Omkar hereby agrees and confirms to pay all the past dues of society and maintenance charges and property taxes in respect of the said flats till the date of possession within a

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Terms. period of 45 days from the date of execution of this Consent.

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* pf , t. , ' . pertaining to the said flats shall not be more than lbs. 1,50,00,000/-. 50,00,000/- drawn in favour of Dhaval Vussonji and Society towards the maintenance charges and property taxes Vussonji and Associates through RTGS bearing No. Agent the said sum of Rs. 50,00,000/- in Escrow . Associates to encash the said cheque and to retain Vussonji no. 006409 dated 29lh March 2025 for a sum of Rs. with Associates, Advocates and Solicitors as under : in Dhaval and Omkar has deposited a post dated cheque bearing escrow Rs. 50 ,00 ,000/- shall be deposited by Omkar with Dhaval Vussonji and Associates on 2 is: March 2025. escrow Rs. 50,00,000/- is deposited by Omkar with Dhaval j. Omkar hereby agrees to deposit a sum of Rs. 1,50 ,00.000 / - iii. .Associates with the authority to Dhaval Vussonji and ii. i. i . Omkar hereby confirms and admits that the past dues of the . f .

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property tax adjudicated from Brihanmumbai Municipal Corporation (BMC) within a period of 30 days and shall property7 tax shall be made within a period of 45 days ol adjudication of maintenance charges and shall also get the ensure that the payment of maintenance charges and k. Omkar shall approach the Society for the purpose of

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execution hereof from the amount deposited in escrow with Dhaval Vussonji and Associates.

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1 . Omkar agrees and covenants with Shapoorji that in the event, the adjudication of maintenance charges and property tax amount exceeds Rs. 1,50,00,000/-, Omkar shall pay the said differential amount and get the No Dues Certificate from the Society and payment receipt towards property tax from the BMC.

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Dhaval Vussonji and Associates shall release the payment of Rs. 1,50,00,000/- in favour of the Society and BMC as may he directed by Omkar and / or Shapoorji under their letter^,

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n. Omkar agrees to render all cooperation and facilitation to SPDMPL to admit SPDMPL as member of the society.

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Omkar confirms that the said flats have received an Occupation Certificate. Omkar confirms that the title to the said Hats is clear, marketable and free from any kind of encumbrances. Omkar confirms and undertakes that it has full power, absolute right and authority to transfer and convey the said flats with good, clear and marketable title for being conveyed to Shapoorji, free from all encumbrances and reasonable doubts whatsoever,

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p. Omkar agrees, records, and confirms to this llon’ble Court that it is not restrained by or under the provisions of any statute, enactment , or law for the time being in force from in any manner dealing with and/or transferring the said flats to and in favour of Shapoorji and that Omkar is not restrained by any decree or orders of any Court, Tribunal or

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any other Authority, restraining them from selling^, disposing of and transferring the said flats to Shapoorji and that no suits, lis pendens or any other proceedings are pending against them in respect of the said flats or any part thereof in any Court or Tribunal or otherwise howsoever .

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q . Omkar hereby further agrees, records, declares and confirms that they have not executed any agreement for sale and /or any other document of sale in respect of the said flats in favour of anyone else and the said flats are tree from am other claim from third party.

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r. Omkar hereby further agrees, records and confirms that there are no restrictions, objections or hindrances of any nature whatsoever for transfer of the said flats^, in favour of Shapoorji.

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Omkar has given physical inspection of the said flab to Shapoorji. Shapoorji after taking inspection and being satisfied about the title of the said flats and making independent enquiry agrees to accept the said flats in complete satisfaction of the claims of Shapoorji.

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Simultaneously, upon execution of this Consent Terms , Shapoorji releases and relinquishes all their rights and claims with regards to (3) three units i.e. (A^- 5904, A-6004 and A-5505J from the said four flats in project Omkar 1973 that were to be transferred by Omkar to Shapoorji under the SC Consent Terms^. The transfer of the said flats mentioned in these consent terms shall be a complete discharge of Omkar s liability towards the

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entire due and all the claim against Rock Spaces in respect of interest amount of Rs.43 Crores together with accrued interest thereon . On such transfer hv Omkar in favour of Shapoorji, all the claims of Shapoorji against Omkar and Rock Spaces and all its group companies and its Director and Shareholders shall stands fully discharged and Shapoorji hereby confirms that it shall not raise any claim of any nature whatsoever against the Omkar 1973 project, Omkar . Rock Spaces and their group companies and its Director and Shareholders in future and all execution application taken out by Shapoorji shall stand disposed of in terms hereof.

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Shapoorji agrees to take necessary steps to withdraw and/or disposed of the Contempt Petition and/or Interim Application and all other proceedings taken out by Shapoorji against Omkar or impacting the Omkar 1973 project in various Courts, NCLT and other forum within 60 days from the date hereof .

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19^. Simultaneously, upon execution of these Consent Terms, all the orders including but not limited Orders dated 30^!h September 2021 and 25l!l October 2021 stands vacated as withdrawn. The parties shall file the Consent Terms forthwith after execution before the HoiTble High Court Bombay.

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Shapoorji hereby addressed a letter to Dhaval Vussonji & Associates, Advocates and Solicitor to release and hand over possession of Part A Securities and NCDs as set out in Annexures 3^{ofthe First Consent Terms dated} November 9^, 2017^to Omkar

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and/or Rock Spaces and upon handover of the possession of Part without any liability'. A copy of the Letter of Release dated 191 Vussonji & Associates shall stand discharged as Escrow Agent , A Securities and NCDs by Dhaval Vussonji & Associates , Dhaval March 2025 ks annexed as Annexure- C hereto. 1

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Omkar agrees that time is the essence of performance of its terms. Omkar shall not be entitled to seek any extension of time obligations as stated in Clause 15(h) under the present consent for the performance thereof.

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the present consent terms or is in breach of any representation , confirmation given in the consent terms: In the event Omkar fails to perform any of its obligation under

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respect of the said flats.

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a. Omkar shall indemnify Shapoorji for any loss arising out of or in relation to the claim made by any third part} in

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charges of the Society and property tax pertaining to the said flats, Shapoorji shall be entitled to execute the decree for the said differential amount against Omkar.

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b. In the event, Omkar fails to pay the differential amount over and above Rs. 1,50,00,000/- towards maintenance

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property tax. present consent terms is not a decree for payment of the differential amount towards the maintenance charges and

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c. Omkar shall not be entitled to raise a contention Ilia! the

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23^. Omkar confirms that by way of Board Resolution dated 17^th February 2025 passed by Omkar Mr. Nilesh Palande is authorized to execute the present Consent Terms in their capacity as directors of Omkar. A copy of the Board Resolution dated i 7^ti- ' Februaiy 2025 is annexed as Annexure-aP hereto.

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24^. Shapoorji confirms that by way of Board Resolution dated 27^th June 2019 passed by SPDMl L and Board Resolution dated 17^th December 2018 passed by SPIAPL, Mr. Rajesh Baxi is authorized to execute the present Consent Terms. The copies of the Board Resolutions dated 27^th June 2019 and 17^th December 2018 are annexed as Annc.\iirc-uFTand AmicxureFv hereto .

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25^. The parties agree that upon the payment of maintenance charges and property tax in respect of the said flats for the period prior to the execution of this Consent Terms, the parties will cease to have any claims, rights, benefits, demands, and causes of action, damages, and issues of any kind or nature whatsoever, under law or otherwise with respect to the disputes that have arisen between the parties being the subject matter of the captioned petition.

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The parties state that they have read and understood the contents of the present consent terms which are arrived at and executed between the parties out of their free will and volition and not under any undue influence, coercion, or misrepresentation.

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It is further agreed between the parties that they shall abide b\ the present consent terms.

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accepted by this Hon ble Court.

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1. All undertakings contained in the present consent terms are

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The requirement of formal drawing up of the decree (including as modified herein) and the sealing thereof stands dispensed .

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Dated this 19th day of March , 2025

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U-Epr Shapoorji Pallonji Investment Pvt. Ltd.

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| a - a , .

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X bjfKjrised Signatory

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'-A-AA 2. J ifcSlfapoorji Pallonji nt Managers Pvt. Ltd . A 2 EPart tiers Advocate for the Petitioners hbri/eci Signaftfi|/eci Signaftfi|eci Signaftfi| Signaftfi|| v

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'-A-AA hbri/eci Signaftfi|/eci Signaftfi|eci Signaftfi| Signaftfi||

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For Omkar Realtors and

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Realtors Private Limited) Developers Pvt. Ltd , ( Now known as Memphis gUIUMBAll -

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' Diamondwala & Co. -L -

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AdvocatefcTf Responden t

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IDBI Trusteeship Services^Ltd.

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( A @ IPBI trustee

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Dale: March 18, 2025

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To, Seraphic Realtors Private I muted (Formerly Known HS Omkar Oly Development Private I,milled) Populur Metal works, Tutya Tope Marg. JagIclear wad^; Sion Fish Market, Sion (E). Man⁾ bat - 400 02 ?

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cc Memphis Realtors Private Limited (Formerly Known as Omkar Realtors and Developers Private Limited) Popular Metal works, TatyaTope Marg, Jogickur wadi Stem Fi-.h Market, Sion (E). Mumbai - 400 022

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Dear Sir, Ref No Objection for sale of I nn at Prnicct Oinkar 197.3" ticni cnnslrtnlnl at Vmttc liesNant Road, Hind . , lo M , . . Worli. Mumti.i^, This is lo confirm that the aforesaid promises are currently mortgaged by Omkar City Development Private I.muted (etc Company" ) io IDRI Trusteeship Services Limited ( II SI.' Trustee"), Universal Insurance Building, Ground l laor Sir P. M. Road, Fort, Mumnai 400 001 vide Debenture Trust Deed Dated 29^,h June, 2015

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Your Company has rcquesictl a No Objection Certificate to enable stile of ihe below unit io purchasers Wc stale mat on die ha.-,is jf email approval received from Debenture Holder dated March i 8, 2025 , we have No Objection of Sale of the unit to Lite Purchaser as detailed below:

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UnitNo	Tower CustomerNome	Carpet Area (In sq ft) Balance Keee.vah c
A-6003	A SiiapoorjiPallonji Desclopinent ManagersP Ltd	vt 1924 17

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We state that, consent is hereby accorded to .he release of charge by Ihe Trustee over ihe saiJ an i .mil mat m- 1 rustcc .•.ua O';i^„ claim, right, title or interest in respect of Ihe said ui it any mot vlutsocvcr subject to the following co ljition.v

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(t) This consent hereby granted is restricted n> release ot mortgager charge over the unit described above in die Orrk.tr 1973 o; Company, being constructed ui Annie Beaaam Ro,id. Hind Cycle Marg Worli, Mumbai: in order to enable sale of the MIJ unit to the purchaser Notwithstanding anything coma.nut trt .i.ndwve. the consent hereby granted sJtall not ytuaiorue me Company to sc I any olher unit :n the said project without applying to the Irustec for a fresh consent letter

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(iij In the event the vile to the purchaser tv cancelled lor any reason, lfie consent above accorded shall stand revoked forthwith and your Company shall rtuv e apply fur a tresh consent in relation to sale of the said unit to any other pet mi

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( >i ) Please note that the I rustce wi! continue to Fold cnarge or. behalf of Debenture Ilolder. over the Project except fur the aforesaid unit till the loan^avjilcd by the Company is fully repaid.

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(iv ) This certificate is being given without any prejudice or liabilities of any nature on pari of the Debenture Holder' Trustee or its officer

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(vj uur mortgage and charge ett ull inner properties shall remain unchanged (vi) ITus NOC is subject to filing and compliance of the consent terms in The Fligh Court of Judicature a: Bombay and in (he event the consent terms arc breached, this NOC shall stand revoked and our charge shall stand reinstated

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(vii) The Purchaser tnu alsp reconfirm 'he .lUhetit.-c t> of this MX* with our 1'ompariy s representative Mr Gaunt Mods on erna.l u.turav.mcutv iridhllrustec su.ni

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Yours faithfully. For IDI3⁾ Trusteeship Services Limited Authorised Signatory

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Regd. Office : Universal Insurance^{Building, Ground Floor,SirP.M.Road,Fort, Mumbai-*100001} Tel. : 022-4080 7000 Fax : 022-6631 1776 •^{Email: [email protected]} •^{response@idbifrustee .coT} ( ghsilp ' WWW irihifr^**.**icF <^w^mm

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E

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/ V V N ' ' V 1 ©^IDBItrustee

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IDBI^{Trusteeship ServicesLtd.} C1 N : U65991^{MH2001GOI131154}

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No. 55225-2/ITSL^/ OPR^/2024 -²⁵

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Dale: March 18, 2025

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To, Seraphic Realtors Private^Limited ( Formerly Known ns Omknr^{CityDevelopmentPrivateLimiicd )} Popular Metal works. 'I at) a Tope Marg, Joglckar wadi Sion Fish Market^, Sion ( E), Mumbai - 400⁰²² CC Memphis Realtors Private Limited ( Formerly Known as Omkar Realtors^{undDevelopersPrivateLimited )} Popular Mela⁾ works^, TaiyaTope Marg. Joglckar wadi Sion Fish Marker Sion ( Kj, Mumbai- 400 022

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Dear Sir. Kef: No^Objection for sale of l nit ai^Project Omkar I 07.V^being constructed al Annie Heamtit Rmid^{,HindCvcieMmg ,si orh,} Mumbai

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This is to coniinr^, that the aforesaid premises^{arc currentlymortgaged hy OirJka/ CityDevelopmentPrivate Limited( theCompany") to} ILJBI 1 rusiecsiiip Services Limited CT LSI.'^Irusicc) .^{Universalinsurance It} .^hiding .^{GroundIuser, SirPMRoad} .^Fur^**.**Mumbai 400 001 vide Debenture^' I rusi Deco Dated 291" June^, 2015

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Your Company has^{requestedaNnObjectionCcniiicaieloenablesaleofthebelowuni;topurchaser 'sWestale•hatornch.ui < .}^**.**f email Approval received from Debenture Holder^{datedMarchIS,2025,wehaveNoObjectionof Saleoftheunittotl.e} Purchaser^us detailed bc ow

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l/ ^ny.No lower	Customer Name	Carpet Aren (In sq tl :la^;a:::c ite.e same
B-3^yU3 B	Shapoorj:Pallunji Development Managers Pvt. Lid.	364372.

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We state that, consent is hereby accorded to the release of cnaigc by the Trustee over the sjid unit and dial the Trustee shall n.v.c :..i claim, right, title or Interest in respect of the sme unit any mote whatsoever subject to the following conditions

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|i.⁾ This consent hereby granted is restricted to release of mortgage^' eiiargc over tnc amt described above m the Ott>. . i IM73 . .. Company, being constructed at Annie Ucasunt Road. Hind Cycle Marg. Worli. Mumbai, in order to cn..- t- lc ,a!. of ihe vtid uni: a the purchaser. Notwithstanding anything contained itcrcir,above, the consent hereby granted shall not authorize die Company to sell any other unit in the said project without applying to the I rusicc tor a fresh convent letter .

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(ii) 1» the event the sale to the purchaser is cancelled lor any reason, the consent above accorded shah stand rcvokco ibnitwith and your Cumpatiy shall have to apply fur a fresn consent in relation to sale of the said unit to any other person.

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(iii ) Please note that the Trustee will continue to hold charge on behalt of Debenture Holder , over die Paved except for the aforesaid unit till the loan availed by the Company is fulls repaid

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tiv⁾ This certificate -^beinggiven without any projud.ee or liabilities of any nature on part of the Debenture Holder Tru Hue or it, officer.

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( v) Our mortgage anJ charge ori all other properties shall remain unchanged (vi) This NOC is subject to tiling aid compliance of the consent Icons in The High four, of Judicature at Bombay and in the event the consent term^, arc breached, tin NOt full staid revoked and ou- charge sh.t!l stand re-tsut-d

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(vt^, ) The PuKaaser may also reconfirm the iulhe.tkeiiy of this MX svtth our ( ompatty s represe,turnse Mr Gaum, Mod, on email Uaijntv friuu) v ijftiiru lev i.JJJ

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Yours faithfully ,

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For IDBI Trusteeship Services Limited

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Aulhamcd Signatory

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Regd. Office : Universal Insurance Building, Ground Floor, Sir P M Road Fort, Mumbai - 400 001. Tel. : 022-4080 7000. Fax : 022 -6631 1776. Email : [email protected] response@idbitrustee ccm Website www

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t

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0 vvn^1'^yw a o^- SHAPOORJI PALLONJt DEVELOPMENT M^,

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Corporate Identification N< t t ft!?* 0J*.ViR 2008 **: < i * J ' - i - 1 • J i i • * 11; i 4 ! / - i- * - . * i *. 1 ***^T». " * " !^pi .⁽⁾ . ' PJtKH.H) { in,i, • pi. , •• ...

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li) 11ami 1⁾ eii \ e r \ a^; I .i i . i i

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ir/n i^' .R oi Ri .i i: ASF

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To ; r > ! i \ ;'^] Vussmii raid Woriales Advocates & Solicit⁾ rs

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! tear Sir.

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Re^- Sn • ! j : f !ⁱ . f H .H . 1 . '^{.I I I} . 1 V ' CuUi C ; A|'! 'l .^; \u : a . i i o Cmⁱ i . •. , In Com. Arbitration Petition -\ O.;).H of coo^" Shapoorji Pahonji Investment Advisors Private La :vd am! Am '. \ / s ( > mkm K luilnrs and IVveLpeis P . : I a ! i a sti.in io ilia C • i . e : s ! \ . m : v ! it . j .; a terms dn|§ ! o^' ourselves and Urn ion Realtors aiul Dev Sopers^' Private Lined.** MU I oi ! . ,iiu;\ v matter wherein von J IT: anpuhi' ed as lAerov, Am i m : • inv * A . ;li. rent Under the said Consent Tern!.-,, the documents set out ::i A.nwxun ; ..: ,d . are deposited w ith you ill escrow . W\ have sell led tin dispute and differences^* m terms n! :ⁱ • - 1 < im.se: ; iqth March non; executed between oinveiws ami Omka: Realtor^- .tir'd 1 " Pi^' i^{</sup> ale 1.mnied. In view thereof wv iequesi and utohni i^.vmmn, hatuluw^- - tiie possession of escrow documents reierreci m^Annexan . . a 1^' • i * si .l t m,sen 1 i ai i : i^s i 11 I a mm: oi w i n uai Re.Jiu: - no i^a . . . > ! e •• : i n}

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u^> RiRJi PALLONJI DEVELOPMENT MANAGERS PVT. LTC Corporate Identification Nc . U70102MH2008PTC177792 r < •1 Ofnco - >L Centre, 41/44, Miroo Desai Marg, Colaba , Mumbai - 400005 1 m 022 07490000 Ema 1 rs-spre shapoorji.com

¶171

i ' i^< ill .- - possession of escrow documents to Omkar Realtors and , . i . . l d now know e a* Mem phis Realtors Private Limited , you : . : 11 a. uuK th .- charac as Escrow \gcnt

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\ i ; i! this loiter is forwarded to Memphis Realtors Private Limited.

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Lor Shapoorji Pallonji Development Managers Private Limited __ -^Ly

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Authorized Signatory

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E

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V 'r-tfLA' "t C j

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MEMPHIS REALTORS PRIVATE LIMITED

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(Formerly Known as Ombar Realtor & Developers Private Limited) Sion (E), Mumbai •400022 Tel No. 022-66254100 Fax No, 022 24034066 Regd. Office: Unit - 101, Runwal Omkar Premises Chs,Near Fish Market, Tatya Tope Marg, Joglekarwadi. E-mail- contact(Somkar .com CIN- U70100MH2005PTC157754

¶179

& DEVELOPERS PRIVATE LIMITED) HELD ON MONDAY, 17 11.30 A.M. MARG, JOGLEKARWADI, SION (E), MUMBAI- 400022 COMMENCED AT 11.00 A.M. AND CONCLUDED AT FEBRUARY, 2025 AT THE REGISTERED OFFICE CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT MEETING NO. 17/2024-25 OF THE BOARD OF DIRECTORS OF M/S MEMPHIS REALTORS PRIVATE LIMITED (FORMERLY KNOWN AS OMKAR REALTORS OF THE COMPANY AT UNIT- 101, RUNWAL OMKAR PREMISES CHS, NEAR FISH MARKET, TATYA TOPE

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ITEM NO.10: AUTHORITY TO SETTLE THE MATTER. SIGN CONSENT TERMS. WITHDRAWAL APPLICATION AND OTHER RELATED DOCUMENTS

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for Commercial Execution Application (L) NO. 629 OF 2020 in Commercial Arbitration Petition No 554 or Company to settle the matter, sign consent Terms, Withdrawal Application and other related documents Limited {Formerly Known As Omkar Realtors & Developers Private Limited) on behalf of the company. 2017 in the matter of Shapoorji Pallonji Investment Advisors Pvt, Ltd. & Anr. Vs. Memphis Realtors Private and/or Mr. Nilesh Palande, Directors of the Company and/or Mr. Kirit Mehta authorised signatory of the The Chairperson informed the Board that it was proposed to authorized severally Mr. Bhanupratap Singh

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After due discussion, the Board considered the same and passed the following resolution:-

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Kirit Mehta Arbitration Petition No, 554 OF 2017 in the matter of Shapoorji Palionji Investment Advisors Pvt . Ltd. & Bhanupratap Singh and/or Mr. Nilesh Palande, Directors of the Company and/or Mr Anr. Vs. Memphis Realtors Private Limited {Formerly Known As Omkar Realtors & Developers Private Limited) on behalf of the company. authorised signatories of the Company to settle the matter, sign consent Terms, Withdrawal Application RESOLVED THAT the Board of Directors of the Company be and is hereby authorized severally Mr and other related documents for Commercial Execution Application (L) NO. 629 OF 2020 in Commercial

¶184

perform all acts, take such actions, execute such documents, and do all things necessary or incidental to effectuate the intent of this resolution. and/or Mr. Kirit Mehta authorised signatory of the Company, be are hereby severally authorized to RESOLVED FURTHER THAT Mr. Bhanupratap Singh and/or Mr. Nilesh Palande, Directors of the Company

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Company, be provided to any party as may be required RESOLVED FURTHER THAT a certified true copy of this resolution, duly signed by any Director of the

¶186

//CERTIFIED TRUE COPY//

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FOR MEMPHIS REALTORS PRIVATE LIMITED

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(Formerly Ktpowji Dff Efegfaltors & Developers Private Limited)

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v-

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y jj
DIRECTOR X ..
rtljESH PALANDtVV

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DIRECTOR (DIN: 09096888)

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~X
->

¶193

'YX f

¶194

SHAPOORJI PALLONJI DEVELOPMENT MANAGERS PVT. LTL (FORMERLY LUCRATIVE PROPERTIES PRIVATE LIMITED)

¶195

Corporate identification Kio U7O102MH2OOSPTC 2 77792 Administrative Office SP Centre, 41/ 44, Minoo Oesai Marg. CuUba, Mumbai-40C CC5 ( T ) * 9: ? ? 6?.;9Q0CQ ( P >.9: ? 7 86333:/ 5

¶196

41/ 44, MINOO DESAI MARG, COLABA, MUMBAI - 400005 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF D '.REC ' ORS D- SHAPOORJI PALLONJI DEVELOPMENT MANAGERS PRIVATE LIMITED FORMERLY KNOWN AS LUCRATIVE PROPERTIES PRIVATE LIMITED) ( THE COMPANY ) HELD ON THURSDAY, 27 H JUNE 2019 AT SP CENTRE

¶197

to sign and execute the aforesaid consent terms to be entered Tuo .-. ;th Omkai a. ;i' t dm" terms as placec: before the Board for ns approval. tn the srm - ' A -- act -., D E E D S N: ' • v, on Wad of the com.par v Private Limited ( Omkar ), its promoteis, subsidiaries and directo-s and to dc a * Authorised Signatory of the Company be and are hereby severally authorised on behalf of the Compa - 'v m order to reach a settlement with Omkat and to take appro;.- ? iste s'.~ ps to compd, RESOLVED FURTHER THAT Mr. Rajesh Baxi ( DIN: 06472 S 52 ), Director and Mr Richard An - n RESOLVED THAT the Company do enter into revised Consent Terms with Onkar Realtors and Qmelcper a 1 •?

¶198

imctco am Mi i:. r . : • u consent terms, written statements, applications, petitions , applicat ons reolies, anneals soer a 1 !es \ - to ao and caused to be done all the necessary' things, acts and deeds as may b '- * theugm tit m the petitions, caveats, execution petitions, contempt proceec ngs o' the Company be and tire hereby severally authorised tn sign, e >.--cute declare, /entv ar.- c ii ": t 1 tv: advocate (s ) / solicitors, to represent the Company before any Com: including the Hon' pie Bomua -. appeal / revisions / special leave as may be necessary tn the above matter on oenaii 01 tit. Cornua; v an.: pe-jur\ proreemr.- gs of the Company declarations, affidavits and/or any orner related documents; to sign the vaka:atram:is Court as well as Supreme Court of India and/or before any appropriate Court' s; / Authorities in Inti 3 uno : RESOLVED FURrHER THAT Vw t:< a r u e i : R eYn Buxi ?• r « -p . o > i » - ' - mr, b-c:

¶199

l or SHAPOORJI PALLONJI DEVELOPMENT MANAGERS PRIVATE LIMITED

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DIN 06944R49 VIJAY SHREENIVAS DIRECTOR

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jk^\•s /V^' ' -^e L¹

¶202

Shapoorji Paik*

¶203

CERTIFIED TRUE COPY OF THE CIRCULAR RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF SHAPOORJI PALLONJI INVESTMENT ADVISORS PRIVATE LIMITED ON 17^,n DECEMBER 201S

¶204

APPROVAL FOR REVISION OF CONSENT TERMS WITH OMKAR REALTORS AND DEVELOPERS PRIVATE LIMITED, ITS PROMOTERS. SUBSIDIARIES AND DIRECTORS AND AUTH0RISING SIGNATORIES TO EXECUTE THE SAME:

¶205

"RESOLVED THAT the Company do enter into revised Consent Terms witn Otnxar Realtors am: Developers Private Limited ( Omkar ), its promoters, subsidises and directors and to do JI acts deeds and things in order to reach a settlement with Omka * arc to take app.' opric^' C -.teps comply with the same for and on behalf of the company

¶206

RESOLVED FURTHER THAT Mr . Rajesh Baxi and Mr Ricrard A't.r Secuema, Autho jec $.w TCOof the Company be and are hereby severally authorised on behalf of the Con paity to sign and execute the aforesaid consent terms to be entered into with Omkar as oor the orah rtjnsw^' terms as placed before the Board for its approval.

¶207

RESOLVED FURTHER THAT Mr. Rajesh Baxi and Mr. Richard Aren Sequeira, Authorised Signatories of the Company be and are hereby severally authorised to sign, execute, declare, verify and affir^• the consent terms, written statements, applications, petit^, ons, applications, replies^, appeals special leave petitions, caveats, execution petitions, contempt oroceedngs, oe' jurv troc &edmgs rejoinders, says, declarations, affidavits and/or any othei ' elated documents; to s gi fi - - Vakalatnomas to appoint advocate( s) / solicitors to represent the company before oms ecv including the 3ombay High Court as well as Supreme Court of India and/or befo - e appeal appropriate any other Court(s) / Authorities in India under appeal i revisions / special leave m. may be necessary in the above matter on behalf of the Comoanv and to do anc causec to be ail the necessary things, acts and deeds as may be thought fit n the interest o^: the Com;.a : v

¶208

ForShapoorji Pallonji Investment Advisors Private Limited

¶209

H i rartr\ r

¶210

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

¶211

ORDINARY ORIGINAL CIVIL JURISDICTION COMMERCIAL EXECUTION APPLICATION (L) NO.629 OF 2020

¶212

IN

¶213

COMMERCIAL ARBITRATION PETITION NO.554 OF 2017