- (1.) The Petitioners herein, Jayaben Ramesh Modi, Sandeep Ramesh Modi, Sachin Bharat Modi and Geetaben Bharat Modi (hereinafter referred to collectively as "the Modi Group") and the Respondent Nos. 2, 3, Ketan Ramesh Thakkar and Rohan Mukesh Thakkar (hereinafter referred to jointly as "the Thakkar Group") and Respondent No. 4 (hereinafter referred to as "the Ghule Group") have agreed to dispose of the instant Petition by way of these Consent Terms which record the terms and conditions of the amicable settlement arrived at between the Modi Group on the one hand and the Thakkar Group & the Ghule Group on the other hand:- (a) Modi Landscape Private Limited [Respondent No. 1 herein], which was formerly known as "Modi Milk & Agro Products Private Limited", is a company limited by shares incorporated under the provisions of the Companies Act, 1956 having its Registered Office at Flat No. 117, Sterling Apartments, 1984, Convent Street, Pune 411001. (b) The Authorised Share Capital of Respondent No. 1 is Rs. 1,00,000/- (Rs. One Lac Only) divided into 10,000 Equity Shares of the Face Value of Rs. 10/- each. (c) The Thakkar Group, the Ghule Group and the Modi Group herein hold the following fully Paid-up Shares of Respondent No. 1. (A) THAKKAR GROUP (B) GHULE GROUP (C) MODI GROUP (d) The Directors of Respondent No. 1 are Shri Ramesh Nanji Thakkar, Shri Mahesh Nanji Thakkar, Shri Chandrakant Shivajirao Ghule, Shri Ramesh Shantilal Modi and Shri Bharat Shantilal Modi.
(2.) Respondent No. 1 holds as Owner thereof or holds the rights of purchase/development of various lands in or around Pune.
(3.) (i) As part of such lands held by Respondent No. 1, Respondent No. 1 holds the Amenity Space admeasuring 13486.04 sq. mtrs and Plot "A" admeasuring 8160 sq. mtrs out of the Sanctioned Layout in respect of land bearing Survey No. 78/1 to 6 +79/1 to 6, Village Manjri Budruk, Taluka Haveli, District Pune. (ii) Vide two Agreements, both dated 16.08.2013, [the first Registered under Serial No. 6874 of 2013 and the other Registered under Serial No. 6876 of 2013 with the Sub-Registrar, Haveli XII, Pune], Respondent No. 1 has agreed to work on a "principal - to - principal" basis with M/s. Saakaar Corporation, having its Office at LP Classics, Pune - Solapur Road, Hadapsar, Pune 411028 for development of the said Amenity Space and the said Plot "A" respectively out of the said Sanctioned Layout. (iii) Under the terms of the said Agreement dated 16.08.2013 entered into by Respondent No. 1 with the said M/s. Saakaar Corporation in respect of the said Amenity Space Respondent No. 1 is entitled to receive 45% of the Gross Sales Proceeds arising from the sale of Commercial Premises/Units constructed by the said M/s. Saakaar Corporation on the said Amenity Space and to receive certain built-up area in one Wing ("B") of the Building constructed thereon and whereas under the terms of the said Agreement also dated 16.08.2013 entered into by Respondent No. 1 with the said M/s. Saakaar Corporation in respect of Plot "A" out of the said Sanctioned Layout, Respondent No. 1 is entitled to receive 43.50% of the Gross Sales Proceeds arising from sale of Residential Flats by the said M/s. Saakaar Corporation in the Residential Complex to be constructed by the said M/s. Saakaar Corporation on the said Plot A. (iv) Under the terms of the said Agreements both dated 16.08.2013, Respondent No. 1 has received sums of Rs. 5,00,00,000/- (Rupees Five Crores Only) each from the said M/s. Saakaar Corporation [i.e. a sum of Rs. 10,00,00,000/- in the aggregate] as and by way of an Interest Free Refundable Deposits. (v) The said Residential Project [known as "ALMOND PARK"] on the said Plot "A" out of the sanctioned Layout has been physically completed by the said M/s. Saakaar Corporation and the Completion/Occupation Certificate in respect thereof has been issued by the Pune Metropolitan Region Development Authority. (vi) Implementation of the Commercial Project known as "SAAKAR CENTRUM"] on the said Amenity Space has just begun by the said Firm. (vii) Under the terms of the said Agreements, both dated 16.08.2013, it was contemplated and agreed that two separate Escrow Accounts [to be known as "Saakaar Modi Venture Escrow Account for the Gross Sales Proceeds received from sale of Flats in the Project on the said Plot A" and "Saakaar Modi Landscape Escrow Account" for receipt of the Gross Sales Proceeds from the said Project to be implemented on the said Amenity Space] be opened with any Bank and that the Gross Sales Proceeds received from the said Projects to be deposited in such Escrow Accounts where from the respective shares in such Gross Sales Proceeds of Respondent No. 1 and the said M/s. Saakaar Corporation be distributed.;