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AGREEMENT
(for management of property)

-------------------------- (Holder of Indian Passport No.Z2017801) aged 48 years’

Service S/o K.V. Appa, residing at Natakkal house, EzhomPanchayath,
EzhomDesom, Ezhom Village Ezhome P.O. Pin-670334 Kannur Taluk, Kannur
District 2) --------------------------(Election Commission of India Identity Card
No.WGO0685677 )aged 47 years House wife W/o SathyanNatakkal, Natakkal
house, EzhomPanchayath, EzhomDesom, Ezhom Village Ezhome P.O. Pin-670334
Kannur Taluk, Kannur District, one the one Part and hereinafter referred as First
Party and
M/s. INKUREHOTELSANDRESORTSPRIVATELIMITED (CIN:U74999KL2017PTC047799)ha
ving its Corporate office 30/144 F, M.L.A.road Nadamba, Thekkumbhagam,
ThrippunithuraMunicipality, Near Ayurvedhic hospital , Kochi -682301
represented by its Director Mr. Josy Mathew M., S/o Muttunkal Mathew,
Muttunkal House, Unnichira, Thrikkakara PO. Ernakulum hereafter referred as
Second Partyand the terms First Party and Second Party shall mean and include
the, heirs, assignees, successors, and anyone deriving rights from them and the
agreement shall remain binding on them.
Whereas the First Party is getting constructed an independent cottage within
land appurtenant thereto at Kanthallur (all more detailed in the schedule below
and referred to as “Schedule Premises”, which is scheduled to be completed in
all respects by about 31-6-2018.
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And Whereas the Second Party is involved in facility management services

including productive and profitable management of the building on a long term
basis.
And Whereas the Second Party is also the owner of a facility centre which
includes restaurant, entertainment facilities children’s play area, etc. among
others at Kanthalloor, in Keezhanthoorvillage in Idukki District in Kerala State and
proposes to have a chain of such facility centres in other parts of the state and
country, which includes offering above facility services and in addition premises
for short stay for tourists for consideration.
And Whereas the Second Party has a scheme to attach good quality cottages
closely located to the facility, and the same being used to let out for stay of the
tourists to enable them enjoy the facilities, all on charged basis.
And Whereas the First Party owned furnished cottage as such is a holiday
cottage for temporary stay and is held as an investment and intended to be
used occasionally by the First Party for the short stay of the First Party or his
relatives or friends and left unoccupied and to be managed at his own cost
during the rest of the period.
And Whereas the Schedule Premises is situated near to the above Second
Party’s facility centre and considering the fact that the First Party does not
require the cottage except for their short stay and that the same is required to
be even otherwise maintained without other advantage, has offered to attach
the cottage to the facility centre for the use of letting out to the tourists at the
facility centre through the Second Party as being fully managed by the Second
Party all for better productive purpose, maintenance and management and
income there from.
And Whereas the Second Party has agreed to the accept the First Party’s
Schedule Premises for the above scheme purposes and both the parties have
thus agreed to associate on the following terms and conditions.
1. The First Party has agreed to entrust the possession of the “Schedule
Premises” to the Second Party for the minimum term referred to herein for
productive and effective management of his Schedule Premises on a
profit sharing basis whereby the Second Party shall be entitled to equal
percentage as share for their management efforts with equal earning and
specified stay as rights for the First Party as given below.
2. Upon the First Party handing over the Cottage , the Second Party shall
additionally furnish the cottages to meet the required Star ratings,
maintain the same on a daily basis including carrying out the repairs
therein as and when required and manage the same to be let out to the
guests approaching them for the prevailing reasonable rents or/and
charges under a well maintained account.
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3. The entrustment of possession of the Schedule Premises with the Second

Party is exclusive for a minimum period of 10 yearscertain including the
days freely used by the First Party during the allowed periods.
4. The First Party shall be entitled to free stay of a period of 14 days in every
calendar year in the Schedule Premises on any date preferred by the First
Party, which shall be intimated well before 60 days and in the unfortunate
event of non-availability of the said cottage, to be allotted in any other
similar cottage close to the facility centre.
5. The First Party shall be entitled to an Assured share of profit to be divided
among all cottage owners; in such a way that, the 2 BR owners will be
paid @1:1.29 extra over 1BR owners to be computed on the following
basis namely:
(SP) = ½ (NR) = ½ [AR-OC-TC*]
SP-(Shared Profit); NR –(Net Revenue);AR-(Aggregate Revenue); OC-(Operational Cost); TC-(
Taxes, cess Etc if applicable)

AR OC NR SP
(30% of the Aggregate revenue (AR) from
for occupancy paid by the guests for the

cottages) (MC)/#Statutory tax, cess (TC)

Aggregate Revenue by way of charges

3 consecutive months for all cottages

occupancy charges from all similar

½ net revenue = TotalShared profit

etc, wherever applicable
under the facility

net revenue
– (less)

 The rate for the computation of the profit shall be that of the selling rate and not the rack
rate published.
 Consolidated Operational Cost shall include charges for electricity & water consumed,
timely maintenance and repairs;proportional salary, accomodation and expenses on staff
for the cottages,
 Taxes shall include all statutory charges payable under law relating to the building
excluding under the Income Tax Act applicable.

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6. The Second Party shall be entitled to a similar equal income to be treated

as their consideration for the management efforts.

7. The First Party shall not be liable to share loss, if any occurring.

8. The Maintenance Cost / expenses incurred if exceeds 30% of the

aggregate Revenue from occupancy charges, such cost/ expenses in
excess of 30% shall be borne by the Second Party, however, cost of
periodical painting and renovation for the buildings occurring once in
every 3 years to the extent of a maximum of 5% of total profit share
received by the First Party during the 36 months period shall be borne by
the First Party.

9. The First Party shall not transfer the rights of the scheduled premises by sale
without prior intimation to the second party Also before such transfer the
First party shall be subject to the right of first purchase of The Party of the
second Part herein.
10. The parties understand that the above sharing of profits and expenses
etc. shall be exclusively in respect of management of the Cottages
owned by the owners like the First Party and does not relate to or linked
with the management of the other facilities under the Second Party.
11. The various owners like the First Party shall together constitute an
association and nominate two representatives for specific periods and to
be changed or renewed at the end every two years, and for the purpose
of transparency in the accounting and profit sharing process they shall be
entitled to verify and confirm the accounts on reasonable prior notice.
12. The Shared profit due to the First Party from the Second Party shall be
remitted on or before the 10thday of every month subsequent to the
respective quarter (three months) into any designated bank account of
the First Party
13. The 14 days free stay, available to the First Party shall be 7 days in off
season (March to October) and 7 days in during the season (September
to February) in every respective year.
14. The other facility charges not attached to the cottage (including the cost
of food & beverages, tour, pool, transportation charges etc.) will have to
be paid by the First Party in the prevailing/ discounted rate. The
reservation for the aforesaid free stay has to be done 60 days prior to the
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check in date. But, the allotment of self-cottage will be strictly on

availability.
15. The payment of all taxes, rates, cess and other levy including penalties, if
any, charged thereon in respect of the said premises, such as
Corporation / Municipal / Panchayat Tax, Urban Land Tax etc., due to
the State Government, Central Government or other Local or other
civic authorities, including enhancements and new introductions shall be
met by the Second Party.
16. The Second Party shall have the liberty to sub-lease the said premises or
part thereof to any one during the period of this management agreement
with the First Party and such sub lease rental received will be considered
as the revenue from such units and to be included in Aggregate revenue.
17. The Second Party shall have the right to utilize the said premises for any of
its various needsas may be permissible under law.
18. The Second Party shall have the absolute and exclusive right to use
the entire space in `said premises' both outside and inside for making
full use of frontages and the side walls in displaying the Second Party's
signboards /advertisements without any additional charges to the
exclusion of third parties.
19. Timely renovation of the scheduled premises shall be the sole responsibility
of the Second Party.
20. The Second Party shall be liable to pay all charges for Electricity and
water actually consumed by the Second Party during the occupation
and calculated as per the readings recorded by the respective meters
installed in the said premises.
21. The Second Party shall handover possession of the said premises back
to the First Party on the expiry of the period of lease fixed herein or on the
expiry of the period of option, in the same state and condition as on the
date of occupation but subject to natural wear and tear due to ordinary
use and lapse of time.
22. The Second Party shall not make any structural alterations to the
building without permission from the First Party. However, the Second
Party is at liberty and without further permission of First Party,to fixwooden
partitions, cabins, counters, false ceiling and fix other office furniture,
fixtures, electrical fittings, Air Conditioners, exhaust fans and other
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fittings and office gensets, etc. , as per the needs and requirement
of the Second Party and or make such other additions and alterations
on the premises which will not affect the permanent structure.
23. The Second Party alone shall be liable for all the issues or consequences if
any, arising out of the management of the schedule premises by the
Second Party and the First Party shall in no way be held involved or made
liable in such matters.
24. The First Party recognizes that the activity involves long term planning and
long term based investment on the side of the Second Party and that the
agreement if terminated in short term would cause substantial loss to the
same and the success of the scheme depends on the commitment of the
First Party and such similar persons and that the First Party would not
terminate the arrangements before the period and that the same would
be binding on any assignee of the property.
25. The Second Party is entitled to terminate the management arrangement
in the event of the facility centre or the arrangement become impossible
for factors including those of impermissibility under law, Vis Majore or acts
of god and for reasons beyond the control of the Second Party. However,
such termination shall only be after a prior notice of 60 days and subject
to all conditions of full and final settlement of the accounts and return of
the property in the as was condition at the time of entrustment.
26. This agreement may be amended or modified by the parties only on
mutual consent.
27. Any disputes arising out this agreement or on matters incidental thereto,
shall be resolved in an amicable manner by mediation and if unable to,
then by resort to arbitration under the Arbitration and Conciliation Act,
1996 as amended from time to time or as under the applicable law in
force at such time. The Place and Seat of the Arbitration shall be
Ernakulam or such place if mutually agreed to by the parties. Such award
shall be binding on both parties.
28. This agreement shall be executed in duplicate and original, Original to be
kept with the party of the Second part and Duplicate to be kept with the
party of the First part
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SCHEDULE OF COTTAGE
1 BUILDING NO III/318
2 PROJECT MISTY HOLIDAYS
3 1BHK/2BHK 2BHK
4 COTTAGE NO B4

All that piece of 3.275cents of land and the cottage / building therein having a
area of 770Sqft and bearing Panchayath door No. 111/318 in Keezhanthoor
village in Devikulam Taluk and all structures and easements appurtenant
thereto.

In witness whereof the parties hereto have hereunto settheir hands the day and
year first above written.

FIRST PARTY SECOND PARTY

Witnesses: