CONDUCTING AGREEMENT

Golden Swan Country Club (Owner) Date: 19th March 2021

Raanaya Hospitality Pvt Ltd (F & B Operator)

NOW THIS CONDUCTING AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BETWEEN THE
PARTIES AS FOLLOWS:

1. a) The Owner has allowed the F & B Operator to conduct the business of restaurant and the use of
various licenses obtained and/or to be obtained/renewed in the name of the Owner or in the name
of Golden Swan Country Club/on behalf of the Owner for such restaurant business in the said
premises i.e.“Golden Swan Country Club”at Off. Pokhran Road No.1, Yeoor Hills, Thane West,
Maharashtra 400606 for a period of 3 years. The Owner may renew/extend this agreement for a
further period on such terms and conditions as may be mutually agreed.

AND

F & B Operator

b) Either party may terminate this agreement by giving at least 90 days’ prior written notice.

2.CONDUCTING CHARGES
A) The Conducting Charges are payable to the Owner by the F & B Operator.

B) For Members Only Restaurants (i.e. on Food, Beverage and Alcohol)

i) 5% Royalty on Monthly sale upto 5 lakh of total restaurant sale (includes food, beverage and
alcohol)

ii) 10% Royalty on Monthly sale of above 5 lakhs and upto 15 lakhs of total restaurant sale (includes
food, beverage and alcohol)

iii) 12.5% Royalty above 15 lakh and above of total restaurant sale (includes food, beverage and
alcohol)

(Eg: If monthly sale is Rs. 4 Lakhs then consideration paid will be 5% * 4 Lakhs = Rs.20,000/-)

C) For Non-Members Restaurant (i.e. Restaurant & Bar)

i) 5% Royalty on Monthly sale upto 5 lakh of total restaurant sale (includes food, beverage and
alcohol)

ii) 10% Royalty on Monthly sale of above 5 lakhs and upto 15 lakhs of total restaurant sale (includes
food, beverage and alcohol)
iii) 12.5% Royalty above 15 lakh and above of total restaurant sale (includes food, beverage and
alcohol)

(Eg: If monthly sale is Rs. 4 Lakhs then consideration paid will be 5% * 4 Lakhs = Rs.20,000/-)

D) For Banquets
a) 10% Royalty of monthly sale upto 7 lakhs
b) 12.5% Royalty of monthly sale above 7 lakhs

(Eg: If monthly sale is Rs. 7 Lakhs then consideration paid will be 10% * 7 Lakhs = Rs.70,000/-)

E) Decoration for Any Funcions:

a) 10% Royalty on Decoration will be paid to the owner.

(Eg: If monthly sale on Decoration is Rs. 7 Lakhs then consideration paid will be 10% * 7 Lakhs =
Rs.70,000/-)

3 i)If a client wants to bring their own caterer then the club will allow them to do so, in exceptional
cases.

ii) If the F & B Operator defaults in payment of compensation then the Owner shall impose penalty
they deem fit and/or invoke clause 1b. If the owners defaults on payment, then F&B Operator shall
impose penalty they seem fit.

iii) Non-Member Restaurant can be setup inside club house next to club house restaurant only. It will
have a separate entry & exit from back parking lot. It will have separate washrooms (chemical
toilets) near kitchen entrance. It will be setup entirely at cost of F & B Operator including cost of
architect, interiors, lighting, furniture, tables, chairs, valet services and any other cost incurred. F & B
Operator to share designs & concept with Owner and will start work only after receiving approval
from Owner. After approval F & B Operator to provide a list of the furtniture, electricial fittings,
cutlery, crockery, etc.

F & B Operator to promote & market Non-Member Restaurant entirely at their own cost.

Owners to promote and market members restaurant, Main Lawn and banquet hall entirely at their
cost.

Non Members Restaurant–all rights of Assets, Furniture’s, Electrical fittings Cutlery Crockery ect.
Which is purchase by the F & B Operator, will be Property of F & B Operator during and after the
agreement. Whenever the agreement is discontinued for any reason, then the F & B Operator is
having all rights to move or remove all assets as mentioned in list above from the owners property
without damaging property.

iv) The Owner will allow the F & B Operator to use Front Lawn as a Non-Member Restaurant only on
those days when the Owner does not have a requirement of the Front Lawn. All cost towards
restaurant lighting, furniture, tables, chairs, artificial grass/turf, etc to be borne by the F & B
Operator only.
The F & B Operator will pay a rent of Rs.20,000/- + GST per day to the Owner for the use of the Front
Lawn. Front Lawn use will be free of charge (no rent) when owner does not require it for any
function.

v) Food and Beverage service is to be provided to Club House Restaurant, Deck Corner Restaurant,
Sapphire Hall, Hi-Fidelity Hall, Cottages, Golf View Villa, Tennis Courts, Golf Academy, Golf Pavilion,
etc.
F & B Operator to setup a kiosk at Golf Academy for sale of Food & Beverages.

4. HOUSEKEEPING, HYGIENE AND SANITATION

a) The F & B Operator is responsible for housekeeping of kitchen area (club house and deck
corner), club house restaurant area, deck corner restaurant area and non-member
restaurant area. Shall at all times maintain the highest standard of hygiene and general
cleanliness in the preparations, use, handling and servicing of the food & beverages, etc and
keep the kitchen, pantry, store room and surrounding areas and its services areas absolutely
clean in accordance with FDA, FSSAI regulations and norms. And any additional regulations
published and pronounced by government authorities from time to time.

b) F & B Operator shall take a contract for pest control with agencies of repute and ensure
that pest control and rodent control are done regularly in kitchen area (club house and
deck corner), club house restaurant area and deck corner restaurant area.
c) The F & B Operator is responsible for general& deep cleaning (food/beverage/alcohol
spill, food items, paper napkins, etc) of the designated banquet areas immediately after
the function and cleaning should not be left for the next day.
d) F & B Operator shall collect and store garbage in good quality garbage bags, duly
separated as Wet and Dry Garbage and deposit the same in the area earmarked for the
purpose in the club. The F & B Operator will be responsible for the cleanliness of the
garbage area.

5. OTHER TERMS AND CONDITIONS

a) F & B Operator shall bear the cost of linen, uniforms and laundry of all F&B staff at its own
expense. The quality and design of the above shall be subject to approval of the club.
b) The F & B Operator at its own cost shall print stationery and menu required for Restaurant,
Bar and Banquets, subject to approval of the club. For the awareness and promotion of
Golden Swan Properties, the Club’s menus shall have Ads of the same as decided by the
Owner.
c) The F & B Operator will use its own F&B POS and Catering Software at its own cost. The F &
B Operator will give access and separate login credentials to Owner in its F&B POS and
Catering Software, where Owner can view & audit sale figures.
d) The F & B Operator shall be allowed to use the club kitchen for any Outside Catering
Requirement and the consideration to be paid by F & B Operator 5% of monthly sale. The
consideration shall be reviewed by the Owner after the completion of 2 years from start of
this agreement.
e) Any dispute arising with the GSCC union staff will be handled by the owner. F&B Operator is
not answerable to the union staff or union leader or union representative.
f) All GSCC staff union related matter will be handled directly by the owner. If there is damage
done by GSCC staff to the property of f&b operator, owner will be responsible to
compensate the damage cost.
6.DEPOSIT
1. As security for due performance and observance of the provisions hereof, the F & B
Operator has agreed to furnish Rs.20,00,000/- (Twenty Lakhs Only) as an Interest Free
Security Deposit to the Owner (Cheque Credit is subject to Realization).
2. For Decoration, the F & B Operator has agreed to furnish Rs.7,00,000/- (Seven Lakhs Only) as
an Interest Free Security Deposit to the Owner (Cheque Credit is subject to Realization).
There will be only 2 decorator on the Panel including us.

7. POSSESSION
On execution of these presents the Owner shall handover possession of the Club House Kitchen and
Deck Corner Kitchen together with the kitchen utensils as mentioned in Clause No.16.c hereinafter
to the F & B Operator.

8. ELECTRICITY
Electricity Charges as per actual for all kitchen area (Club House Kitchen and Deck Corner Kitchen)
and all Restaurant Area (Club House Restaurant, Deck Restaurant and Non-Member Restaurant).
Separate meter will be installed by the owner for the same.

9. LICENCES AND STATUORY ACT

a) License Renewals cost for the licenses pertaining to Restaurant Business such as Liquor,
Municipal etc. shall be borne by the F & B Operator.
b) It is agreed between the parties that the F & B Operator shall be entitled to the use of the
said licenses for conducting of business of the restaurant in the said premises during the
term hereinabove. In this respect, the Owner has granted conducting rights for running the
restaurant from the said premises.
c) The Owner has agreed to permit the F & B Operator to manage and utilize the said licenses
in the same name in which they are held by the Owner during the subsistence of this
agreement.
d) It is agreed between the parties that the F & B Operator shall make good and proper use of
the licences entrusted to it as per State Excise norms and shall use the same for the purpose
of running the said restaurant / bar.
e) The F & B Operator will abide by the terms and conditions contained in various licenses
issued in favour of the Owner and in case the F & B Operator commits any breach of the
terms and conditions in the said licenses then the F & B Operator shall be fully responsible
for all the legal and monetary consequences.
f) The F & B Operator shall be fully responsible and answerable for the various obligations
under the above or any other statues, laws, rules, act and for the payment of
damages/use/compensation/penalties/interest or any other claims what so maybe, in any
nature, etc and undertakes to re-imburse and/or indemnify the Owner in any of the
circumstances.
g) The Licenses required for the Restaurant business are listed out in “Annexure-A” and it shall
be the responsibility of the F & B Operator to get them renewed at its costs and expenses.

10. The F & B Operator shall offer the special discount as follows:

Sr. No. Category % of Discount

1 GSCC Staff Veg & Non-Veg Food, Non-Alcoholic 66%
 Beverages

(No discount on MRP Items)

2 Directors of Owner Food& Non-Alcoholic beverages Free
Liquor Free
3 Friends of Director Food & Non-Alcoholic beverages (Up to 50%
of Owner Rs.6 lakhs per annum)
(No discount on MRP Items)
Alcohol At cost
4 GSCC Senior staff Food and Non-Alcoholic Beverage Free-
(like VP & GM)
5 Tea for all Club To be provided 2 times a day. @Rs.6/-Per Tea
Staff If in exceptional cases due to duty hours,
tea may be ordered more than 2 times a
day, then that tea shall also be priced at
Rs.8/- Per Tea.

11. Staff Food Menu and Rates shall be as follows:

a) Junior Lunch at Rs.35/- which includes 1 vegetable, 1 dal, 2 rotis and 1 rice
b) Senior Lunch at Rs.40/- which includes 1 vegetable, 1 dal, 2 rotis and 1 rice (quality of
vegetable, dal and rice is superior to junior lunch)

12. a) F & B Operator must provide good quality food and use branded raw materials. Shall give list
of brands of
top 50 items which will be mutually approved by Owner.

b) The F & B Operator agrees that it shall maintain the quantity of the various food items,
drinks/snacks,
etc. and its price as per the discussions it shall hold with the Owner and prepare the menu card
accordingly. The revision of rates of Food and other items shall be done once a year after
discussion between F & B Operator and Owner.

13. It is expressly agreed by and between the Parties hereto that the Owner shall have right to
prevent any employee, employed by the F & B Operator from entering the Club premises, if the
Owner has any objection to such employee and that the F & B Operator agrees that it shall forthwith
stop such employee from coming to the Club.

14. The Owner shall ensure that the business of the F & B Operator is not affected at any time by any
act or omission of the Owner, and the Owner shall pay all its rents, taxes and other dues, concerning
with the said restaurant business save and except those which are required to be paid by the F & B
Operator as set out in this agreement and keep the building in good condition and owner shall
ensure that owner is having all such permissions for running the said restaurant/bar.

15. The owner shall provide Staff change/rest room, Storeroom and office area to the F & B Operator
for the sole purpose of conducting the catering business in the Club premises on as it is where it is
basis. F & B Operator shall bear cost of computer, printer, any IT equipment, telephone, internet,
wifi, etc.
16. a) For the purpose of conducting restaurant business under this agreement, the F & B Operator
shall be
allowed to use free of charge two kitchens on as it where it is basis.

b) The F & B Operator will provide at its cost good quality crockery, cutlery, glassware, kitchen
utensils, linen and uniforms, laundry required for catering services at the Club premises. All
these items will have to be approved by the Owner.

c) On execution of these presents, the Owner shall handover existing kitchen utensils to the F &
B Operator. The F & B Operator hereby agrees and confirms to use the same with a proper care
and indemnify and keep indemnified the Owner for the damages in respect thereof except
normal wear and tear.

d) The F & B Operator will not bring or store in the club any hazardous or combustible goods
except in the normal course of business.

e) In the event that the said premises is destroyed, damaged or affected by natural calamity, Act
of God or any other event which can be classified as force majeure, or is rendered unusable for
the business of the F & B Operator, the Owner shall not be liable for any loss/claim/damages to
the F & B Operator.

f) The F & B Operator shall also apply for Hotel and Restaurant package General Insurance
Liability to cover all the risk in connection with the Restaurant Business and is fully responsible
for Public Liability Insurance related to Food, Beverage and Alcohol related poisoning and service
related mishap/injury. The F & B Operator indemnifies the Owner from any
liability/loss/claim/damages.

g) It shall be the responsibility of the F & B Operator to ensure that all the kitchen equipment in
the Club are cleaned and maintained and are handled with due care and diligently. All AMC of
kitchen equipment will be borne by the F & B Operator.

17. Timing of services - Various areas of the club where F&B is to be served (inclusive of banquet) is
as per Annexure “C” (7 am to 11 pm).

18. GOVERNMENT DUES

a) F & B Operator shall comply with FSSAI laws, labour laws, Excise register, GST, TDS and
Statutory payments etc. F & B Operator indemnifies the Owner from any liability.

b) The cash memos and any bills and other documents of the said business shall be made out in
the name of the F & B Operator in accordance with the terms of this clause and the same
shall be on the footing of direct sales by and in the name of the F & B Operator to the
customers (as mutually discussed and agreed with the Owner) and the F & B Operator shall
be liable, fully responsible and answerable for income tax, GST or any other taxes and all
other liabilities of the said restaurant business and the F & B Operator shall indemnify and
keep the Owner indemnified and harmless in respect thereof and all costs, claims, litigation,
charges and expenses connected therewith and the F & B Operator shall maintain such
books of account, registers, bills and/or such other papers etc. as shall be necessary or may
be required to be maintained and preserved under the provisions of GST and Income Tax
laws or any other applicable laws and all other statutory requirements of the Government
and other authorities concerned, in connection with the said business of the F & B Operator.
19. The F & B Operator shall be responsible for ensuring that the said business is carried on by the F
& B Operator and its employees without causing undue disturbance or annoyance or nuisance to
the members or the guests of the members visiting the Club and the F & B Operator shall strictly
observe, follow and perform all the rules and regulations applicable to the said business as framed
by the Municipal Corporation, the Government of Maharashtra, Labour Department, Provident
Fund, ESIC, Excise department, Police Department and any other Government Departments and all
local authorities and as per Club’s Rules & Regulations and the F & B Operator hereby indemnifies
and shall always indemnify and keep indemnified the Owner in respect thereof.

20. The Owner shall not provide any accommodation inside the club. The F & B Operator shall make
arrangement for staff accommodation at its own expense and outside the club.

21. a) All restaurant and banquet bills shall be in name of the Club but the F & B Operator is
responsible for all government taxes and due. For Banquets, Restaurant & Bar F & B Operator shall
be responsible for all the collections. As per clause 2B and 2C.i the monthly sales audit &
reconciliation will be done by F & B Operator and Owner. The F & B Operator will pay Owner on
monthly basis by 10th of every month for the previous month. The Owner will be having access to all
Excise Sets of Books for the verification and Audit Purposes. The F & B Operator will in future never
deny about any explanations asked by the Owner about the Operations matters. The F & B Operator
will be solely responsible for the custodian of Cash Collection from the F & B Business. The Owner
will never be responsible for the daily F & B collection and Custodian. On Credit Card transactions
the bank Charges levied by the Bankers for using EDC machines will be borne by the F & B Operator.
The F & B Operator will allow/accept re-imbursement of Forest Coupons and shall give the club 10%
discount for the same.

b) The F & B Operator will produce payment of all statutory tax challans to the Owner, as per
stipulated payment date of respective act/law by 25 th of every month for previous Month like P.F.,
ESIC, GST etc.

22. The F & B Operator shall run the business on it’s own credit and at their own risk and the F & B
Operator shall not pledge and/or encash the credit of the Owner nor the F & B Operator shall buy or
borrow any material and/or monies in the name of the Owner. The F & B Operator hereby agree to
indemnify and keep indemnified the Owner against all the damages, costs, charges and expenses
that the Owner may suffer in this behalf. The F & B Operator shall ensure that no liability on any
type/kind is created from any suppliers, vendors and contractors on the Owner.

23. REVIEW AND FEEDBACK

a) The Owner shall conduct monthly review of service standards, quality of food & beverage in
the first week of every month.
b) The F & B Operator shall take written feedback from all members and guests. Any negative
feedback shall be resolved immediately by the F & B Operator and/or authorised
representative.
c) If there any repetitive complaints from members and/or guests then Owner shall review
with the same with the F & B Operator. In case if there is no remedial action taken by the F
& B Operator, then Owner shall impose penalty which they deems fit.

24.a) If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any
present
or future Law, such provision shall be fully severable and the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance here from.

b) Any modification, variation or alteration to this Agreement shall be in writing and shall be signed
byall Parties hereto.

25.Any notice to be given under this Agreement shall be in writing and shall be addressed to the
parties
at their respective addresses mentioned in the title of this Agreement, and shall be deemed to be
delivered if sent by hand delivery and written acknowledgement thereof obtained or if sent by
Registered Post Acknowledgement Due (RPAD). The parties agree to notify each other in writing of
any
change of address, in which case the notice under this clause shall be sent at the changed address.

26.This agreement is for catering purpose only and the F & B Operator in no circumstances shall
claim exclusive
possession/tenancy/rights/claims on any part of the premises of the Owner.

27.The F & B Operator shall not sell, mortgage or anywise dispose off in any manner, whatsoever any
of the
assets and properties of the restaurant business nor the F & B Operator shall remove any of the
equipment,
articles etc. from the said Premises otherwise than what is agreed to in this agreement. Items
required
to be taken out for the repairs etc will be taken out on Gate Passes issued by the officials of the Club.

28.All parties hereby represent that they are authorized to enter into this Agreement and
performing
their respective obligations hereunder. The Owner and the F & B Operator in the agreement shall
submit the
Certified copy of board resolution passed about the authorized
signatory to the agreement. For smooth
Operations of the agreement the F & B Operator will authorize one person for daily interactions with
the Owner

29. This agreement is subject Thane jurisdiction only.