This Agreement for Sale executed on this ________ day of ________ (“Agreement”)

By and Between

Akshay Vinimay LLP (LLPIN No. AAG-0923; Income Tax PAN No. ABFFA1232L), a
limited liability partnership existing under the provisions of the Limited Liability
Partnership Act, 2008, having its registered office at 12B, Beliaghata Road, Kolkata - 700
015, Police Station Entally and Post Office Tangra, represented by its authorized
signatory, Mr. Prasenjit Banerjee (Income Tax PAN No. AGZPB1405D; Aadhar No.
9890 2076 6966 and Mobile No. +91-9831033287), son of Late Prosanto Kumar
Banerjee, working for gain at 12B, Beliaghata Road, Kolkata - 700 015, Police Station
Entally and Post Office Tangra, hereinafter referred to as the “Promoter”/“Owner”
(which expression shall mean and include its successors-in-interest and/or assigns) of the
One Part

And

1. Mr. Raakesh Suhasaria (Income Tax PAN No. ALJPS0466J; Aadhar No.
868899103214 and Mobile No. 9830237388), son of Late Beni Prasad Suhasaria,
occupation - Service, 2. Mrs. Ruchita Suhasaria (Income Tax PAN No. AVGPS1198C;
Aadhar No. 702322427140 and Mobile No. 9836677388), wife of Rakesh Suhasaria,
occupation - Professional, and 3. Mrs. Pushpa Suhasaria (Income Tax PAN No.
AUAPS2533G; Aadhar No. 742770541239 and Mobile No. 9331716618), wife of Beni
Prasad Suhasaria, occupation - Housewife all residing at Deep Bhawan, 10th Floor,
17/17, Hat Lane, Police Station Howrah, and Post Office Howrah G.P.O., Howrah -
711101, hereinafter collectively referred to as the “allottees” (which expression shall
mean and include only his/her/each of their respective/its permitted successors-in-
interest) of the Other Part:

The “Promoter”/“Owner” and the “allottees” are hereinafter individually referred to as

such or as a “Party”, and collectively as the “Parties”.

Definitions:- For the purpose of this Agreement for Sale, unless the context otherwise
requires,-

(a) “Act” means the West Bengal Housing Industry Regulation Act, 2017 (West Ben.
Act XLI of 2017), as amended and/or substituted and/or updated and/or revised
from time to time;

(b) “Rules” means the West Bengal Housing Industry Regulation Rules, 2018 made
under the West Bengal Housing Industry Regulation Act, 2017, as amended
and/or substituted and/or updated and/or revised from time to time;

(c) “Regulations” means the Regulations made under the West Bengal Housing
Industry Regulation Act, 2017, as amended and/or substituted and/or updated
and/or revised from time to time;

(d) “Section” means a section of the Act, as updated or revised or amended or

substituted from time to time.

Whereas:

A. The Promoter/Owner herein became and is the full and absolute owner of All That
the piece and parcel of land recorded as admeasuring 5 (five) bighas 2 (two) cottahs
9 (nine) chittacks and 19 (nineteen) sq.ft. more or less, but upon physical
measurement found to admeasure 5 (five) bighas 1 (one) cottah 7 (seven) chittacks
and 34 (thirty four) sq.ft. more or less, together with the structures standing thereon
 2

and/or the Project to be developed thereon, situate, lying at and being Premises No.
12B, Beliaghata Road (also known as Beliaghata Main Road), Kolkata - 700 015,
Police Station Entally, Post Office Tangra, within Ward No. 57 of The Kolkata
Municipal Corporation (“Said Premises”), more specifically described in Part - I
of Schedule A hereunder written, by virtue of the Devolution of Title.

B. The Owner being desirous of commercially exploiting the Said Premises,

earmarked the same for development of the Project thereon, and in pursuance
thereof applied to The Kolkata Municipal Corporation, whereupon the Plan was
sanctioned.

C. The Owner is fully competent to enter into this Agreement, and to the best of the
knowledge of the Owner all the legal formalities with respect to the right, title and
interest of the Owner regarding the Said Premises, on which the Project is to be
constructed, have been completed.

D. The Owner has duly intimated The Kolkata Municipal Corporation about
commencement of construction of the Project vide its letter dated 9th September,
2019.

E. The Owner has obtained the final layout plan, Plan, specifications and approvals for
the Project from the concerned competent authority and/or the concerned entities
save and except in respect of any Additional FAR, and agrees and undertakes not to
make any changes to the Plan except in compliance with Section 14 of the Act and
other Applicable Laws, if any.

F. The Owner has registered the Project under the provisions of the Act with the West
Bengal Housing Industry Regulatory Authority at Kolkata on 16th October, 2019
under registration No. HIRA/P/KOL/2019/000600.

G. The allottees had applied to the Owner for allotment of an Apartment in the Project
vide application No. AVLLP/00/189 - S.N. 21-22/023 dated 8th October, 2021
(“Application”) on the terms and conditions recorded therein, in pursuance
whereof, by and under a provisional allotment letter bearing No. AVLLP/00/189 -
S.N. 21-22/023, dated 22nd October, 2021 (“Allotment Letter”), the Owner has
provisionally allotted in favour of the allottees All That the Apartment described in
Part - II of Schedule A hereunder written (“Said Apartment”) together with the
permission to use such number(s) of car parking space(s), if any, to be earmarked,
identified and designated by the Owner at the Building and/or the Said Premises,
which do not form a part of the Common Areas, as stated in Part - III of Schedule
A hereunder written (“Car Parking Space”) for the parking of private medium
sized/standard car(s) owned by the allottees within such space(s), subject to and on
the terms and conditions recorded in the Application and the Allotment Letter and
the general terms and conditions forming a part of and/or governing the said
provisional allotment and/or the Allotment Letter, and further subject to the
allottees making payment of the consideration amount as well as all other dues,
deposits, costs and expenses, each of which were unconditionally accepted by the
allottees, with the tentative floor plan of the Said Apartment being annexed hereto,
marked as Schedule B.

H. The Parties have gone through all the terms and conditions set out in this
Agreement including but not limited to the several representations and disclosures
recorded herein and have understood their mutual rights and obligations as detailed
herein.

I. At or before the execution of this Agreement, the allottees confirm that after having
conducted and completed to his/her/their/its complete satisfaction, an independent
due diligence and title verification in respect of inter alia the Said Premises as also
 3

the compliance and/or non-compliance, if any, by the Owner of all/any applicable

law(s), notification(s), rule(s) etc., and after having carried out a physical inspection
of the Said Premises including of the area thereof/comprised therein, and further
after inspecting, examining and perusing all the title deeds pertaining inter alia to
the Devolution of Title, papers, documents etc. (including the various covenants,
terms, conditions etc. respectively stipulated therein) related inter alia to the Said
Premises including but not limited to amongst others, several plans including the
layout plan, the Plan, Specifications, approvals etc. for the Project, the deeds,
papers, documents, details, schedules etc. referred to and/or specified under the Act
and the Rules as also those referred to and/or described herein, each of which have
from time to time been provided by the Owner to the allottees and the allottees
confirm(s) and acknowledge(s) receipt of the true copies thereof, which are in the
custody and possession of the allottees, and the allottees having understood and/or
having complete and due notice and knowledge of, and after fully satisfying
himself/herself/themselves/itself, has/have accepted, without any reservation, each
of the aforesaid including the right of the Owner to utilize the Additional FAR as
stipulated in this Agreement, and inter alia:-

i) the right, title and interest of the Owner to/over/in respect of the Said
Premises and to develop and deal with the Project intended to be
constructed/developed on the Said Premises;

ii) the Devolution of Title;

iii) the nature, state, condition and measurement of the Said Premises and the
Project, as applicable, and the manner in which the same is/are presently
intended to be used;

iv) the permission to park private medium sized car(s) within the space
comprising the Car Parking Space, if any, comprises an integral and
inseparable part of the Said Apartment, subject to due compliance by the
allottees of each of the stipulated terms, to the satisfaction of the Owner;

v) the proposed location, lay out plan and the dimensions of each of the Said
Apartment and the Car Parking Space, if any;

vi) the Common Areas which are intended to form a part of the Project;

vii) the laws/notifications and rules applicable to the area where the Said Premises
is situate, in general, and the Project and similar projects, in particular;

viii) the present estimated respective Carpet Area and Built-Up Area of the Said
Apartment and the manner of calculation thereof;

ix) the reservation/retention of the rights and areas/portions including the

Retained Areas to, unto and in favour of the Owner;

x) the nature and the extent of the rights and benefits proposed to be granted
and/or extended to the allottees as also the several obligations to be
performed and fulfilled by the allottees, each to the satisfaction of the Owner;

xi) the terms, conditions, covenants, stipulations, restrictions, reservations and

obligations in the matter of acquiring freehold title in respect of the Said
Apartment along with the permission to park private medium sized car(s)
within the space comprising the Car Parking Space, if any, and the manner
and method of use and enjoyment of the same as well as the covenants
running with the land and the Said Apartment And Properties Appurtenant
Thereto;
 4

xii) the Specifications as also the measurements, dimensions, designs and

drawings, each of which may be varied by the Owner subject to the terms of
this Agreement;

xiii) the state and condition in which the Said Apartment and the Car Parking
Space, if any, are intended to be handed over to the allottees subject to
compliance by the allottees of each of the stipulated terms to the satisfaction
of the Owner;

xiv) the Owner is and shall be entitled to the Additional FAR, whereupon subject
to compliance with the provisions of Section 14 of the Act and as provided
for in this Agreement, the Owner shall be entitled to and would be well within
its right to alter, modify, amend, revise etc. the Plan and to undertake any
further and/or additional construction(s) at the Said Premises including
constructing further upper floors above the topmost floor as it presently
stands sanctioned, as a consequence whereof such floor shall not remain as
the topmost floor of the Building, and the Owner shall be further entitled to
connect such further and/or additional construction(s) with the existing
utilities and amenities at the Project/Building including all the Common
Areas, notwithstanding any temporary disruption caused in the use and/or
enjoyment of the Said Apartment and/or the Car Parking Space, if any, and
each of such further constructions shall absolutely belong to the Owner who
shall be entitled to deal with the same in such a manner as the Owner may
deem fit and proper, and the allottees hereby agree(s) and undertake(s) not to
do, execute or perform or permit the doing, execution or performance of any
act, deed or thing which may prevent the Owner from undertaking the
construction of and/or dealing with or otherwise transferring the aforesaid
with full knowledge and acceptance of the fact that the aforesaid shall result
in several changes including but not limited to a change in the Undivided
Share, and the allottees covenant(s) and undertake(s) not to object to the same
on any ground whatsoever or to claim, demand etc. any compensation,
damages etc.;

xv) the right of the Owner to carry out, implement etc. any variations and/or
additions and/or alterations and/or deletions and/or modifications and/or
revisions to the Plan, the layout plans, the estimated proposed respective
Carpet Area and Built-Up Area of the Said Apartment, the Specifications and
the Common Areas subject to the terms of this Agreement, and the allottees
hereby grant(s) and accord(s) his/her/their/its unambiguous and unconditional
consent to the same, and no further consent of the allottees shall be necessary
and/or required for making any such variations, additions, deletions,
modifications, alterations, revisions etc., and further the allottees agree(s) and
undertake(s) not to make or raise any objection to such variations, alterations,
additions, deletions, modifications, revisions etc. on any ground whatsoever
or howsoever, with full knowledge and acceptance of the fact that such
variations and/or additions and/or alterations and/or deletions and/or
modifications and/or revisions shall result in several changes including but
not limited to a change in the Undivided Share, and the allottees covenant(s)
and undertake(s) not to object to the same on any ground whatsoever or to
claim, demand etc. any compensation, damages etc., it being clarified and
understood that only if the Owner determines that there is any change in the
areas as stated in para/Clause 1.7 hereinbelow, then the Parties shall strictly
abide by and comply with the provisions of para/Clause 1.7 hereinbelow;

xvi) the limited right of the allottees (as and when granted) shall remain restricted
only to the Said Apartment coupled with the permission to park private
medium sized car(s) within the space comprising the Car Parking Space, if
 5

any, together with the limited right to use the Common Areas in common
with the other Apartment allottees and other Persons as stipulated elsewhere
in this Agreement, and similarly the limited right of the Association (as and
when granted) shall remain restricted only to the Common Areas, each
subject to the terms hereof and in the manner stipulated herein and/or in the
Conveyance Deed, and thus neither the allottees nor the Association shall
have or claim any manner or nature of right and/or title and/or interest
to/over/in respect of any of the other parts and portions of the Said Premises
and the Project, any of the open and/or covered and/or stacked areas/spaces
at/of the Said Premises and/or the Building, and any of the other Apartments,
constructed spaces and such other areas which the Owner retains under its
exclusive ownership and/or control and/or use and/or possession, as the case
may be, including but not limited to the Additional FAR (collectively,
“Retained Areas”) save those in respect whereof the Owner has specifically
granted hereunder a right in favour of the allottees, and, the allottees, without
any coercion/force and of his/her/their/its own volition, hereby and hereunder
unconditionally and irrevocably and perpetually release(s), relinquish(es),
surrender(s), disclaim(s) in favour of the Owner all rights, title, interest, right
of user and/or of common use or any other right of any nature whatsoever or
howsoever, if any, over and/or in respect of the Retained Areas, and the
allottees covenant(s) and undertake(s) not to at any time claim, set up, make,
raise etc. any manner/nature of claim, demand or action contrary to the
aforesaid,

and the allottees further declare(s), confirm(s) and acknowledge(s) each of the
following:

a) that each of the terms, conditions, covenants, stipulations, restrictions,

reservations and obligations recorded herein as well as the covenants running
with the land and/or the Said Apartment And Properties Appurtenant Thereto
and the manner and method of the use and enjoyment of the Said Apartment
And Properties Appurtenant Thereto including those stated herein, have been
arrived at after mutual discussions and negotiations between/amongst the
Parties hereto, each of which have been accepted and voluntarily agreed to by
the allottees (without any coercion and/or influence), none of which can be
treated as and/or considered to be oppressive or one-sided or unfair or heavily
leaned in favour of the Owner and/or as imposition of unfair conditions, as
each has been formulated/stipulated bearing in mind the nature of the Project
and the larger interest of the entire development proposed on the Said
Premises, which would, inter alia, protect the rights of and/or enure to the
benefit of the allottees, and therefore are fair and reasonable;

b) that the allottees have sought and obtained independent legal advice and
opinion and has caused this Agreement to be vetted by advocates/lawyers
appointed by the allottees;

c) that the allottees have entered into this Agreement after taking into account/
consideration several factors, and thus the quantum of the Total Price, the
Deposits, Extra Charges and all other amounts, charges, costs, deposits,
expenses etc. as stipulated in this Agreement and agreed to be paid by the
allottees, are fair and just;

d) that there has been no domination by the Owner, and the allottees have
voluntarily agreed to the terms and conditions herein contained;

e) that upon signing this Agreement, no conditions, stipulations, representations,

guarantees, warranties etc. have been made by and/or on behalf of the Owner
other than those if any specifically set forth herein;
 6

f) that the Owner has provided all the information and clarifications as required
by and/or requested for from time to time, and the allottees are fully satisfied
with the same, and the allottees further acknowledge(s) and confirm that the
allottees have carefully read the terms, conditions and stipulations
contained/recorded in this Agreement and understood the obligations and
limitations of the Owner as set forth herein, as also the obligations and
liabilities of the allottees, and have relied on his/ her/their/its own judgment
and investigation while deciding to apply to the Owner for granting the rights
and/or permissions (of the specific nature specified herein) in respect of the
Said Apartment and the Car Parking Space, if any, and to execute this
Agreement (which is final in all respects), and the allottees undertakes and
covenant(s) to faithfully abide by each of the terms and conditions of this
Agreement;

g) that in view of the allottees having agreed to make timely payment of and/or
to timely deposit the various amounts including those stipulated herein, and
having further undertaken and covenanted to faithfully abide by and comply
with and perform and observe each of the terms and conditions stipulated
herein, the Owner has blocked for the allottees the Said Apartment and the
Car Parking Space, if any;

h) that the Owner shall have the unfettered right to grant in favour of the
Retained Areas’ Owners & Occupiers, a right, title and interest to/over/in
respect of the Common Areas,

and the allottees hereby and hereunder undertake(s) and covenant(s) not to make or
raise any objection or claim or requisition inter alia in respect of any of the
aforesaid, or to make or raise or set up or initiate any claim or demand or action
contrary to the aforesaid on any ground whatsoever or howsoever.

J. The Parties hereby confirm that they are entering into this Agreement with full
knowledge of all the laws, rules, regulations, notifications, etc., applicable to the
Project.

K. The Parties, relying on the confirmations, representations and assurances of each

other to faithfully abide by all the terms, conditions and stipulations contained in
this Agreement and all the Applicable Laws, are now willing to enter into this
Agreement on the terms and conditions appearing hereinafter.

L. In accordance with the terms and conditions set out in this Agreement and as
mutually agreed upon by and between the Parties, the Owner hereby provisionally
agrees to sell and the allottees hereby agree to purchase the Said Apartment on
ownership basis and further the Owner provisionally agrees to permit the allottees
to park private medium sized car(s) owned by the allottees within the space
comprising the Car Parking Space, if any, all as specified in Recital G hereinabove.

Now Therefore, in consideration of the mutual representations, covenants, assurances,

promises and agreements contained herein and other good and valuable consideration, the
Parties agree as follows:

1. Terms

1.1 Subject to the terms and conditions as detailed in this Agreement, the Owner
provisionally agrees to sell to the allottees and the allottees hereby agree to
purchase the Said Apartment and further the Owner provisionally agrees to permit
the allottees to park private medium sized car(s) owned by the allottees within the
 7

space comprising the Car Parking Space, if any, all as specified in Recital G
hereinabove.

1.2 The Total Price for the Said Apartment (based on the Carpet Area) and for the
permission to park private medium sized car(s) owned by the allottees within the
space comprising the Car Parking Space, if any, comprises of the following:

a) A mutually agreed composite sum of Rs. 1,11,99,725/- (Rupees One Crore

Eleven Lakh Ninety Nine Thousand Seven Hundred Twenty Five only) as detailed
hereinbelow (“Apartment & CP Price”):-

Sl. Consideration/amount payable towards Rs.

No.

1. Said Apartment, preferential location charges, if any, and the 1,00,75,050/-

proportionate cost of the Common Areas

2. Balcony/Verandah Nil

3. Open Terrace 3,24,675/-

4. Store Room Nil

5. Car Parking Space 8,00,000/-

Total 1,11,99,725/-

and

b) The applicable Taxes payable on the Apartment & CP Price as determined from
time to time (“Apartment & CP Taxes”).

Explanation:

(i) The Total Price above includes the Booking Amount paid by the allottees to
the Owner towards the Said Apartment And Properties Appurtenant Thereto;

(ii) The Total Price above includes Taxes (consisting of tax paid or payable by
the Owner by way of G.S.T. and cess or any other similar taxes which may be
levied, in connection with the construction of the Project payable by the
Owner, by whatever name called) up to the date of handing over the
possession of the Said Apartment to the allottees and the Project to the
Association, after obtaining the Completion Certificate:

Provided that in case there is any change/modification in the Taxes, the

subsequent amount payable by the allottees to the Owner shall be
increased/reduced based on such change/modification:

Provided further that if there is any increase in the Taxes after the expiry of
the scheduled date of completion of the Project as per registration with the
Authority, which shall include the extension of registration, if any, granted to
the said Project by the Authority, as per the Act, the same shall not be
charged from the allottees;

(iii) The Owner shall periodically intimate in writing to the allottees, the amount
payable as stated in (i) above and the allottees shall make payment as
demanded by the Owner within the time and in the manner specified therein.
In addition, the Owner shall provide to the allottees the details of the Taxes
 8

paid or demanded along with the acts/rules/notifications together with dates

from which such taxes/levies etc. have been imposed or become effective;

(iv) The Total Price together with the Deposits and Extra Charges includes
recovery of price of land, cost of construction of not only the Said Apartment
but also the Common Areas, the internal development charges, the external
development charges as charged by the Competent Authority at the time of
sanction of the Plan, the Taxes (as prevailing on the Execution Date), the
cost, as prevailing on the Execution Date, of providing electric wiring and
electrical connectivity to the Said Apartment, lift, water lines and plumbing,
finishing with flooring, doors, windows and the fire detection and fire
fighting equipment comprising a part of the Common Areas, and also
includes the cost, as prevailing on the Execution Date, for providing the
facilities, amenities and specifications disclosed as being provided within the
Said Apartment and the Project.

1.3 The Total Price is escalation-free, save and except increases which the allottees
hereby agrees to pay due to increase on account of development charges payable to
the concerned competent authority(ies) and/or any other increase in charges which
may be levied or imposed by the concerned competent authority(ies) from time to
time. The Owner undertakes and agrees that while raising a demand on the allottees
for increase in development charges, cost/charges imposed by the concerned
competent authorities, the Owner shall enclose the said notification/order/
rule/regulation to that effect along with the demand letter being issued to the
allottees, which shall only be applicable on subsequent payments. Provided that if
there is any new imposition or increase of any development charges after the expiry
of the scheduled date of completion of the Project as per registration with the
Authority, which shall include the extension of registration, if any, granted to the
said Project by the Authority as per the Act, the same shall not be charged from the
allottees.

1.4 The allottees shall make payment of the Total Price as per the payment plan set out
in Schedule C hereunder written (“Payment Plan”).

1.5 The Owner may allow, at its sole discretion, a rebate for early payment of the
instalments payable by the allottees in terms of the Payment Plan, by discounting
such early payments at the rate of 5% (five percent) per annum for the period by
which the respective instalment has been preponed. The provision for allowing
rebate and such rate of rebate shall not be subject to any revision/withdrawal, once
granted to the allottees by the Owner save and except if the allottees delays/defaults
in making timely payment.

1.6 It is agreed that the Owner shall not make any additions and alterations in/to the
sanctioned plans, layout plans and specifications and nature of fixtures, fittings and
amenities described in Schedule D hereunder written (which are in conformity with
the advertisement and prospectus published by the Owner in respect of the Project)
save in the manner provided under the Act and/or the Rules and/or the Applicable
Laws and/or as may be required by the authorities concerned and/or as a
consequence of any new policies formulated and/or changes in the rules pertaining
to the floor area ratio, and the allottees hereby grant(s) his/her/their/its
unambiguous and unconditional consent to the same, and further agree(s) and
undertake(s) not to make or raise any objection to the same on any ground
whatsoever or howsoever.

Provided that notwithstanding the aforesaid, the Owner shall be entitled to make
such minor additions or alterations inter alia to the layout of the Said Apartment
and/or the Apartment Specifications: (a) as may be expedient (subject to the
threshold provided in para/Clause 1.7 hereinbelow); and/or (b) as per the provisions
 9

of the Act and/or the Rules and/or the Applicable Laws; and/or (c) as may be
required by the concerned competent authorities and/or the Competent Authority
and/or due to change in law and/or due to non-availability of specified materials
and/or due to engineering exigencies and/or to improve and/or protect the quality of
the Project; and/or (d) as may be necessary to provide any essential services to the
Project.

1.7 The Owner shall the confirm to the allottees the final Carpet Area of the Said
Apartment as also the changes, if any, in the respective areas of the
Balcony/Verandah (if any), the Open Terrace (if any) and the Store Room (if any)
after construction of the Building is complete and the Completion Certificate has
been granted, by furnishing the details of the changes, if any, in the areas of each of
the aforesaid as stated herein, whereupon the quantum of the Total Price as also any
other applicable charges and/or deposits if any, shall be re-calculated at the same
rate at which each of the aforesaid may have been calculated to arrive at the
quantum(s) stated in the Payment Schedule. If there is reduction in the respective
areas of any/ some/each of the aforesated by more than 3% (three percent), then the
Owner shall refund the excess money paid by the allottees within 45 (forty five)
days. If there is an increase in the respective areas of any/some/each of the
aforesated by more than 3% (three percent), then the Owner shall be entitled to
demand the differential amount from the allottees including as part of the next
milestone/instalment due in terms of/under the Payment Plan, which the allottees
undertake(s) and covenant(s) to pay.

1.8 Subject to non-occurrence of the events stipulated inter alia in para/Clause 9.3
hereinbelow, the Owner agrees and acknowledges, that on and after execution and
registration of the Conveyance Deed, the allottees shall have the rights as
mentioned hereinbelow:

(i) The allottees shall have exclusive ownership of the Said Apartment;

(ii) The allottees shall also have undivided proportionate share in the Common
Areas through the Association and/or by becoming a member of the
Association, which share/interest being undivided, cannot be divided or
separated, and the allottees shall use the Common Areas subject to the terms
stipulated herein and/or in the Conveyance Deed, along with inter alia the
other Apartment allottees, the permitted users and occupiers of all the
Apartments, the owners and permitted users/occupiers of the several units/
areas/spaces/portions at/of/comprising the Building and/or the Said Premises,
the maintenance staff, the Retained Areas’ Owners & Occupiers and the
Other Owners & Occupiers etc., and without causing any inconvenience or
hindrance to any of the aforesaid users, occupiers etc. It is clarified that the
Owner shall hand over the Common Areas to the Association after duly
obtaining the Completion Certificate from the Competent Authority as
provided in the Act;

(iii) That the computation of the Total Price together with the Deposits and Extra
Charges includes recovery of price of land, cost of construction of not only
the Said Apartment but also the Common Areas, the internal development
charges, the external development charges as charged by the Competent
Authority at the time of sanction of the Plan, the Taxes (as prevailing on the
Execution Date), the cost, as prevailing on the Execution Date, of providing
electric wiring and electrical connectivity to the Said Apartment, lift, water
lines and plumbing, finishing with flooring, doors, windows and the fire
detection and fire fighting equipment comprising a part of the Common
Areas, and also includes the cost, as prevailing on the Execution Date, for
providing the facilities, amenities and specifications disclosed as being
provided within the Said Apartment and the Project;
 10

(iv) The allottees have the right to visit the Project site to assess the extent of
development of the Project and the Said Apartment, as the case may be.

1.9 It is made clear by the Owner and the allottees agree that the Said Apartment along
with Car Parking Space (if any) shall be treated as a single indivisible unit for all
purposes. It is agreed that the Project is an independent, self-contained residential
project being developed on the Said Premises, and presently is not a part of any
other project or zone and save as provided in this Agreement and without prejudice
to the same: (a) the Project shall not form a part of and/or linked/combined with
any other project in its vicinity or otherwise except for the purpose of integration of
infrastructure for the benefit of the Project; and/or (b) the facilities and amenities of
the Project shall be available only for use and enjoyment of the Apartment allottees
in the manner provided in this Agreement.

1.10 The Owner agrees that before transferring physical possession of the Said
Apartment to the allottees, any amounts collected by the Owner from the allottees
towards outgoings payable to any third party (including towards land cost,
municipal or other local taxes, charges for water or electricity, maintenance
charges, including mortgage loan and interest on mortgages or other encumbrances
and such other liabilities payable to competent authorities, banks and financial
institutions, which are related to the Project), will be paid by the Owner to the
concerned third parties, and in the event before handing over the Said Apartment to
the allottees the Owner fails to pay all or any of the aforestated outgoings if any so
collected by the Owner from the allottees, the Owner agrees to be liable, even after
the transfer of the property, to pay such outgoings and penal charges, if any, to the
authority or person to whom they are payable and be liable for the cost of any legal
proceedings which may be taken therefor by such authority or person.

1.11 The allottees have paid a sum of Rs. 23,92,142/- (Rupees Twenty Three Lakh
Ninety Two Thousand One Hundred Forty Two only) as the Booking Amount
(as stated in Schedule I hereunder written), the receipt of which the Owner hereby
acknowledges and the allottees hereby agree to pay the remaining price including as
prescribed in the Payment Plan as may be demanded by the Owner within the time
and in the manner specified therein:

Provided that if the allottees delay in payment towards any amount which is
payable, the allottees shall be liable to pay interest at the rate prescribed from time
to time in the Rules (“Interest”).

2. Mode of Payment

Subject to the terms of this Agreement and the Owner abiding by the construction
milestones (as stipulated in the Payment Plan), the allottees shall make all
payments, on written demand by the Owner, within the stipulated time as
mentioned in the Payment Plan through A/c Payee cheque/demand draft/bankers
cheque or online payment (as applicable) in favour of Akshay Vinimay LLP and/or
any of the Other Entities as may be advised in writing by the Owner, each payable
at Kolkata.

3. Compliance of laws relating to remittances

3.1 The allottees, if resident outside India, shall be solely responsible for complying
with the provisions of and/or the necessary formalities as laid down in Foreign
Exchange Management Act, 1999, the Foreign Exchange Management (Acquisition
and Transfer of Immovable Property in India) Regulations, 2000, Reserve Bank of
India Act, 1934 and the rules and regulations made thereunder or any statutory
 11

amendments/modification(s) made thereof and/or all other necessary and/or

applicable provisions and/or applicable laws as laid down and/or passed and/or
notified by the government and/or the concerned statutory authorities and/or the
concerned Governmental Authority(ies) from time to time, including those
pertaining to remittance of payment for acquisition/sale/transfer of immovable
property in India etc. and the allottees shall provide the Owner with such
permissions, approvals etc. which would enable the Owner to fulfill its obligations
under this Agreement and/or as may be requested by the Owner. Any refund,
transfer of security, if provided in terms of the Agreement shall be made in
accordance with the provisions of Foreign Exchange Management Act, 1999 or the
statutory enactments or amendments thereof and the rules and regulations of the
Reserve Bank of India or any other Applicable Laws. The allottees understand(s)
and agree(s) that in the event of any failure on the part of the allottees to comply
with the Applicable Laws and/or the applicable guidelines issued by the Reserve
Bank of India from time to time, the allottees shall be solely and exclusively liable
and responsible for any and every action under the Foreign Exchange Management
Act, 1999 and/or all other Applicable Laws, as amended from time to time.

3.2 The Owner accepts no responsibility in regard to matters specified in para/Clause

3.1 above. The allottees shall keep the Owner fully indemnified and harmless in
this regard. Whenever there is any change in the residential status of the allottees
subsequent to the signing of this Agreement, it shall be the sole responsibility of the
allottees to intimate the same in writing to the Owner and immediately and comply
with necessary formalities, if any, under the Applicable Laws. The Owner shall not
be responsible for any third party making payment/remittances on behalf of the
allottees, and such third party (by virtue of such payments/remittances and/or
otherwise) shall not have any right in the application/allotment of the Said
Apartment applied for herein in any way and further shall neither have nor shall
acquire any manner or nature of right or interest to/over/in respect of any part or
portion of the Said Apartment and/or the Car Parking Space, if any, and/or under
this Agreement on any ground whatsoever or howsoever, and the Owner shall issue
the payment receipts in favour of the allottees only.

4. Adjustment/Appropriation of payments

The allottees authorizes the Owner to adjust appropriate/all payments made by the
allottees under any head(s) of dues against lawful outstanding of the allottees
against the Said Apartment And Properties Appurtenant Thereto, if any, in the
name of the allottees, and the allottees undertake(s) not to object/demand/direct the
Owner to adjust the payments of the allottees in any manner.

5. Time is Essence

The Owner will abide by the time schedule for completing the Project as envisaged
at the time of registration of the Project under the Act and as extended from time to
time, and for handing over the Said Apartment to the allottees, and the Common
Areas to the Association, unless prevented by circumstances beyond its control
and/or by any Force Majeure event(s) (“Tentative Completion Date”).

6. Construction

The allottees have seen and/or understood to his/her/their/its complete satisfaction,

the Plan as also the proposed layout plan and floor plan of the Said Apartment,
along with the Specifications and the Common Areas including such of the
aforestated which have been approved by the Competent Authority, as represented
by the Owner. The Owner shall develop the Project in accordance with the said
layout plans, floor plans and Specifications subject to the terms of this Agreement,
 12

and undertakes to strictly abide by such plans approved by the Competent Authority
and also the bye-laws, floor area ratio and density norms and provisions prescribed
by the Competent Authority, and shall not have an option to make any
variation/alteration/modification in/to such plans, other than in the manner provided
under the Act and breach of this term by the Owner shall constitute a material
breach of this Agreement.

7. Possession of the Said Apartment

7.1 Schedule for possession of the Said Apartment

The Owner agrees and understands that timely delivery of possession of the Said
Apartment to the allottees and the Common Areas to the Association is the essence
of the Agreement. The Owner assures to endeavor to make the Said Apartment
ready for hand over on or before 1 st July, 2025, on which date, the Common Areas
will also be in place with all Specifications and agreed amenities and facilities of
the Project unless there is delay or failure due to any Force Majeure event(s) and/or
unless prevented by circumstances beyond its control subject to the allottees having
complied with each of the terms, conditions etc. stipulated herein to the satisfaction
of the Owner, including the allottees having made timely payment and/or deposit of
all amounts etc., all to the satisfaction of the Owner. If, however, the completion of
the Project is delayed due to the Force Majeure conditions then the allottees agree
that the Owner shall be entitled to the extension of time for delivery of possession
of the Said Apartment and the Common Areas.

Provided that such Force Majeure conditions are not of a nature which make it
impossible for the contract to be implemented. The allottees agree and confirm(s)
that, in the event it becomes impossible for the Owner to implement the Project due
to Force Majeure conditions, then this allotment shall stand terminated and the
Owner shall refund to the allottees the entire amount received by the Owner, from
the allotment within 45 (forty five) days from that date save and except all and/or
any amounts collected by the Owner as Taxes and deposited with the concerned
authorities, with the allottees being free to approach the authorities concerned for
refund of such Taxes. The Owner shall intimate the allottees about such termination
at least 30 (thirty) days prior to such termination. After refund of the money paid by
the allottees, the allottees agree that the allottees shall not have any rights, claims
etc. against the Owner and that the Owner shall be released and discharged from all
its obligations and liabilities under this Agreement.

7.2 Procedure for taking possession

Upon obtaining the Completion Certificate from the Competent Authority and
subject to the allottees not being in breach of any of his/her/their/its obligations
under this Agreement, the Owner shall offer in writing to the allottees, the
possession of the Said Apartment (“Possession Notice”), in terms of this
Agreement to be taken by the allottees within 2 (two) months from the date of issue
of the Completion Certificate (“Outgoings Payment Commencement Date”).
Each Party agrees and undertakes to indemnify the other Party for any loss or
damage which may be suffered or sustained or incurred by the other Party in case
of failure of fulfilment of any of the provisions, formalities, documentation
pertaining to the aforesaid. The allottees agree to pay the Maintenance Charges as
determined by the Owner/Association, as the case may be, after the issuance of the
Completion Certificate for the Project. The Owner shall hand over a photocopy of
the Completion Certificate to the allottees at the time of conveyance of the same.

7.3 Failure of allottees to take possession of the Said Apartment

 13

Upon receiving a written intimation from the Owner as per para/Clause 7.2
hereinabove i.e. the Possession Notice, the allottees shall, subject to compliance of
all his/her/their/its obligations to the satisfaction of the Owner and further subject to
the terms of this Agreement, take possession of the Said Apartment from the Owner
by executing necessary indemnities, undertakings and such other documentation as
required and/or as advised by the Owner including those as prescribed in this
Agreement and/or in/under the Act and/or the Rules and/or any other Applicable
Laws, and the Owner shall give possession of the Said Apartment to the allottees.
In case the allottees fail to take possession within the time provided in para/Clause
7.2 hereinabove, the allottees shall continue to be liable to pay the Maintenance
Charges on and from the Outgoings Payment Commencement Date including as
specified in para/Clause 7.2 hereinabove.

7.4 Possession by the allottees

After obtaining the Completion Certificate and handing over physical possession of
all the Apartments to the concerned Apartment allottees, it shall be the
responsibility of the Owner to hand over the necessary-documents and plans in
respect of the Project including the Common Areas to the Association, as per
Applicable Laws.

Provided that, in the absence of any Applicable Laws, the Owner shall, unless
prevented by any Force Majeure event(s) hand over the necessary documents and
plans in respect of the Project including the Common Areas to the Association
within 30 (thirty) days after obtaining the Completion Certificate and handing over
physical possession of all the Apartments to the concerned Apartment allottees or
within such time period as may be prescribed under the Act and/or Rules. 98

7.5 Cancellation by allottees

The allottees shall have the right to cancel/withdraw his/her/their/its allotment in

the Project as provided in the Act read with the terms of this Agreement.

Provided that where the allottees propose to cancel/withdraw from the Project
without any fault of the Owner, the Owner herein shall be entitled to inter alia
forfeit the Booking Amount. The balance amount of money paid by the allottees
shall be returned by the Owner to the allottees within 45 (forty five) days of such
cancellation.

7.6 Compensation

The Owner shall compensate the allottees in case any loss is caused to the allottees
due to established defective title of the land on which the Project is being developed
or has been developed, in the manner as provided under the Applicable Laws/the
Act, and the claim for interest and compensation under this provision shall not be
barred by limitation provided under any law for the time being in force.

Except for occurrence of a Force Majeure event(s), if the Owner fails to complete
or is unable to give possession of the Said Apartment: (i) in accordance with the
terms of this Agreement, duly completed by the date specified in para/Clause 7.1
hereinabove; or (ii) due to discontinuance of the Owner’s business as a developer
on account of suspension or revocation of its registration under the Act or the
Rules, or for any other reason, the Owner shall be liable, on demand by the
allottees, in case the allottees wishes to withdraw from the Project without
prejudice to any other remedy available, to return the total amount received by the
allottees in respect of the Said Apartment with Interest including compensation in
 14

the manner as provided under the Act within 45 (forty five) days of it becoming
due.

Provided that if the allottees does not intend to withdraw from the Project, the
Owner shall pay the allottees Interest for every month of delay, till the handing over
of the possession of the Said Apartment which shall be paid by the Owner to the
allottees within 45 (forty five) days of it becoming due.

8. Representations and warranties of the Owner

The Owner hereby represents and warrants to the allottees as follows:

i) The Owner has absolute, clear and marketable title to/in respect of the Said
Premises as also the requisite rights to develop the Said Premises coupled
with absolute, actual, physical and legal possession of the Said Premises for
the development of the Project;

ii) The Owner has lawful rights and requisite approvals from the Competent
Authority to carry out the development of the Project;

iii) There are no known encumbrances upon the Said Premises save and except
that the Owner has taken or intends to take loan(s) from bank(s)/financial
institution(s) against security of the Said Premises and the constructions to be
made thereon as further detailed in para/Clause 34.14 hereinbelow;

iv) There are no litigations pending before any court of law or before the
authority constituted under the Act, with respect to the Said Premises, to the
best of the knowledge of the Owner;

v) All approvals, licenses and permits issued by the Competent Authority with
respect to the Project and the Said Premises are valid and subsisting and have
been obtained by following due process of law. Further, the Owner has been
and shall remain in material compliance with all Applicable Laws in relation
to the Project to the extent not handed over and/or transferred in favour of any
Apartment allottees;

vi) The Owner has the right to enter into this Agreement and has not committed
or omitted to perform any act, deed or thing whereby the right, title and
interest to be acquired by the allottees in pursuance of this Agreement may be
prejudicially affected;

vii) The Owner has not entered into any agreement for sale and/or development
agreement or any other agreement/arrangement with any person or party with
respect to the Said Premises including the Project (save and except: (a) the
several specific agreements, if any, executed with several Apartment allottees
inter alia in respect of the several Apartments comprising the Project; (b)
pertaining to the loan(s) if any taken from bank(s)/financial institution(s)
against security of the Said Premises and the constructions to be made
thereon as further detailed in para/Clause 34.14 hereinbelow) and the Said
Apartment, which will, in any manner, affect the rights of the allottees under
this Agreement;

viii) The Owner confirms that the Owner is not restricted in any manner
whatsoever from selling the Said Apartment to the allottees in the manner
contemplated in this Agreement;
 15

ix) At the time of execution of the Conveyance Deed, the Owner shall hand over
lawful, vacant, peaceful, physical possession of the Said Apartment to the
allottees and the Common Areas to the Association in the manner and on the
terms stipulated in this Agreement;

x) The Said Premises is not the subject matter of any HUF and no part thereof is
owned by any minor and/or no minor has any right, title and claim over the
Said Premises (save and except the limited rights if any agreed to be granted
under any specific agreement executed in favour of any Apartment allottees
who may be a minor, duly represented by his/her parent and/or natural
guardian);

xi) The Owner has duly paid and shall continue to pay and discharge all the
undisputed governmental dues, rates, charges and taxes and other monies,
levies, impositions, premiums, damages and/or penalties and other outgoings
whatsoever payable with respect to the Project to the concerned competent
authorities, till hand over of the Said Apartment and the Common Areas has
been respectively offered to the allottees and the Association in terms of this
Agreement;

xii) No adverse notice from the government or any other local body or authority
or any legislative enactment, government ordinance, order, notification
(including any notice for acquisition or requisition of the Said Premises) has
been received by or served upon the Owner in respect of the Said Premises
and/or the Project.

9. Events of Defaults and consequences

9.1 Subject to Force Majeure event(s) and the provisions of this Agreement and further
subject to the allottees making timely payments hereunder, the Owner shall be
considered under a condition of default in the following events (“Owner Event of
Default”):

(i) the Owner fails to provide ready to move in possession of the Said Apartment
to the allottees within the time period specified in para/Clause 7.1
hereinabove or fails to complete the Project within the Tentative Completion
Date. For the purpose of this para/Clause ‘ready to move in possession’ shall
mean that the Said Apartment shall be in a habitable condition which is
complete in all respects including the provision of all specifications,
amenities and facilities as agreed to between the Parties, and for which the
Completion Certificate has been issued; or

(ii) discontinuance of the Owner’s business as a developer on account of

suspension or revocation of its registration under the provisions of the Act or
the rules or regulations made thereunder.

9.2 On the occurrence of an Owner Event of Default, the allottees will be entitled to:

(i) Stop making further payments to the Owner as demanded by the Owner. If
the allottees stops making payments, the Owner shall correct the situation by
completing the construction milestones (as stipulated in the Payment Plan),
and only thereafter the allottees shall be bound and obliged to make the next
payment due but without any Interest on the then outstanding/delayed
payments; or

(ii) The allottees shall have the option of terminating the Agreement, in which
event the Owner shall be liable to refund the entire money paid by the
 16

allottees under any head whatsoever towards provisional allotment of the Said
Apartment along with Interest within 45 (forty five) days of receiving the
termination notice save and except all and/or any amounts collected by the
Owner as Taxes and deposited with the concerned authorities, with the
allottees being free to approach the authorities concerned for refund of such
Taxes.

Provided that where an allottees does not intend to withdraw from the Project or
terminate the Agreement, the allottees shall be paid by the Owner Interest for every
month of delay or part thereof till the date the Owner corrects the situation as stated
above, or till the date of the Possession Notice, whichever be earlier, such Interest
to be paid by the Owner to the allottees within 45 (forty five) days of the same
becoming due.

9.3 The allottees shall be considered under a condition of default on the occurrence of
the following events (“allottees Event of Default”):

(i) In case the allottees fail to make payment for consecutive demands made by
the Owner as per the Payment Plan of any amount due and payable by the
allottees under this Agreement (including his/her/their/its proportionate share
of taxes, levies and other outgoings) despite having been issued a notice in
that regard, and the allottees shall be liable to pay Interest to the Owner on the
unpaid amounts;

(ii) In case of default by the allottees under the condition listed above continues
for a period of 1 (one) month after notice from the Owner in this regard, the
Owner may cancel the provisional allotment of the Said Apartment in favour
of the allottees and refund the money paid to the Owner by the allottees after
deducting the Booking Amount and the interest liabilities (save and except all
and/or any amounts collected by the Owner as Taxes and deposited with the
concerned authorities, with the allottees being free to approach the authorities
concerned for refund of such Taxes) and this Agreement shall thereupon
stand terminated.

Provided that the Owner shall intimate the allottees about such termination
atleast 30 (thirty) days prior to such termination.

10. Conveyance of the Said Apartment

The Owner, on receipt from the allottees of the Total Price as mentioned in para/
Clause 1.2 of this Agreement, shall execute the Conveyance Deed and convey the
title of the Said Apartment together with proportionate indivisible share in the
Common Areas (the Undivided Share) within the time period stated in Applicable
Laws.

Provided that, in the absence of local law, the conveyance deed shall be executed
by the Owner within 3 (three) months from the date of issuance of the Completion
Certificate. However, in case the allottees fail to deposit the stamp duty and/or
registration charges (which shall be and remain the sole and exclusive liability of
the allottees) within the period mentioned in the notice, the allottees authorizes the
Owner to withhold registration of the conveyance in his/her/its/their favour till
payment of stamp duty and registration charges is made by the allottees to the
Owner.

11. Maintenance of the Building /Said Apartment / Project

 17

The Owner shall be responsible to provide and maintain essential services in the
Project till the taking over of the maintenance of the Project by the Association
upon the issuance of the Completion Certificate of the Project. The cost of such
initial maintenance has been included in the Deposits and Extra Charges detailed in
this Agreement.

12. Defect Liability

It is agreed that in case the allottees alleges any structural defect in the construction
of the Said Apartment or any defect in the Apartment Specifications, and the
allottees brings the same to the notice of the Owner in writing within a period of 5
(five) years from the date of handing over possession or within the time prescribed
in the Act and/or the Rules or within the time period prescribed in para/Clause 7.2
hereinabove, whichever be earlier, it shall be the duty of the Owner to, without
further charge, undertake necessary remedial steps for rectification and/or
replacement of the same as advised by the Architect within 30 (thirty) days, and in
the event of the Owner’s failure to rectify such defects within such time, the
aggrieved allottees shall be entitled to receive appropriate compensation in the
manner as provided under the Act.

13. Right to enter the Said Apartment for repairs

The Owner/maintenance agency (Facility Management Entity)/Association shall

have rights of unrestricted access of/to all the Common Areas, garages/covered
parking and parking spaces for providing necessary maintenance services and the
allottees agree to permit the Owner/Association and/or the maintenance agency
(Facility Management Entity) to enter into the Said Apartment or any part thereof,
after due notice and during normal working hours, unless the circumstances warrant
otherwise, with a view to set right any defect.

14. Usage

Use of basement and service areas: The basement(s) and service areas, if any,
located within the Project, shall be used only for the purpose(s) the same have been
ear-marked for, such as parking spaces and services including but not limited to
electric sub-station, transformer, DG set rooms, underground water tanks, pump
rooms, maintenance and service rooms, fire fighting pumps and equipments etc.
and other permitted uses as per the Plan. The allottees shall not be permitted to and
undertake(s) not to use the basement and the service areas in any manner
whatsoever, other than those earmarked as parking spaces subject to the same
having been specifically allotted in favour of the allottees under these presents, and
each of the said areas shall be reserved for use in such a manner as may be
determined by the Owner.

15. Compliance with respect to the Said Apartment

15.1 Subject to para/Clause 12 above the allottees shall after taking possession, be solely
responsible to maintain the Said Apartment at his/her/its/their own cost, in good
repair and condition and shall not do or suffer to be done anything in or to the
Building, or the Said Apartment, or the staircases, lifts, common passages,
corridors, circulation areas, atrium or the compound which may be in violation of
any laws or rules of any authority or change or alter or make additions to the Said
Apartment and shall keep the Said Apartment, its walls and partitions, sewers,
drains, pipes and appurtenances thereto or belonging thereto, in good and
tenantable repair and maintain the same in a fit and proper condition and ensure that
the support, shelter etc. of the Building is not in any way damaged or jeopardized.
 18

15.2 The allottees further undertake(s), assure(s) and guarantee(s) that he/she/it/they
shall not put any sign-board/name-plate, neon light, publicity material or
advertisement material etc. on the face facade of the Building or anywhere on the
exterior of the Project, the Building therein or the Common Areas. The allottees
shall also not change the colour scheme of the outer walls or painting of the exterior
side of the windows or carry out any change in the exterior elevation or design.
Further, the allottees shall not store any hazardous or combustible goods in the Said
Apartment or place any heavy material in the common passages or staircase of the
Building. The allottees shall also not remove any wall including the outer and load
bearing wall of the Said Apartment.

15.3 The allottees shall plan and distribute his/her/its/their electrical load in conformity
with the electrical systems installed by the Owner and thereafter the Association
and/or the maintenance agency (Facility Management Entity) appointed by the
Association. The allottees shall be responsible for any loss or damages arising out
of breach of any of the aforesaid conditions.

16. Compliance of laws, notifications etc. by the Parties

The Parties are entering into this Agreement for the allotment of the Said
Apartment with full knowledge of all laws, rules, regulations, notifications
applicable to the Project.

17. Additional constructions

The Owner undertakes that it has no right to make additions or to put up additional
structure(s) anywhere in the Project after the building plan, layout plan, sanction
plan and specifications, amenities and facilities has been approved by the
competent authority(ies) and disclosed, except for as provided in this Agreement
and/or in the Act.

18. Owner shall not mortgage or create a charge:

After the Owner executes this Agreement, the Owner shall not mortgage or create a
change on the Said Apartment and if any such mortgage or charge is made or
created then notwithstanding anything contained in any other law for the time being
in force, such mortgage or change shall not affect the right and interest of the
allottees who has taken or agreed to take the Said Apartment.

19. Apartment Ownership Act

The Owner has assured the allottees that the Project in its entirety will be in
accordance with the provisions of the West Bengal Apartment Ownership Act,
1972 to the extent not contrary and/or inconsistent to/with the Act and/or the Rules
and/or any other Applicable Laws (including those, if any, in supersession of the
West Bengal Apartment Ownership Act, 1972). The Owner will show material
compliance of various laws/regulations as applicable in West Bengal.

20. Binding Effect

Forwarding this Agreement to the allottees by the Owner and/or the original of this
Agreement having been handed over to the allottees does not create a binding
obligation on the part of the Owner or the allottees until firstly the allottees signs
 19

and delivers this Agreement with all the Schedules along with the payments due as
stipulated in the Payment Plan within 30 (thirty) days from the date of receipt of
this Agreement, and secondly, the allottees appear(s) for registration of this
Agreement before the Registering Authority as and when intimated by the Owner
after depositing with the Owner the entire stamp duty, registration fees and
applicable fees, taxes and charges as levied by the government and/or any other
authority(ies) and/or Governmental Authority(ies) as applicable/prevailing at the
time of registration of this Agreement together with all other related and/or
incidental charges and expenses. If the allottees fail to execute and deliver to the
Owner this Agreement within 30 (thirty) days from the date of receipt of this
Agreement and/or appears before the Registering Authority for registration of this
Agreement as and when intimated by the Owner after paying and/or depositing the
amounts stated hereinabove, then the Owner shall serve a notice to the allottees for
rectifying the default, which if not rectified within 30 (thirty) days from the date of
its receipt by the allottees, the Application and Allotment Letter shall be treated as
cancelled whereupon after forfeiting such sums as stipulated in this Agreement, all
sums deposited by the allottees in connection therewith including the Booking
Amount shall be returned by the Owner to the allottees without any interest or
compensation whatsoever.

21. Entire Agreement

This Agreement along with its Schedules, read with the Application and the
Allotment Letter (together with the modifications thereto if any) constitutes the
entire agreement between the Parties in respect of the subject matter hereof, and
supercedes all earlier/other recordings, promotional literature, agreements,
arrangements, memoranda, understandings, brochures, advertisements, sales plans
etc., and/or representations, statements etc., whether by the Owner and/or by any
real estate agents, channel partners, brokers, agents, representatives, employees etc.,
if any, and in no event shall the allottees be entitled to set up any oral agreement.

22. Right to amend

This Agreement may only be amended by/through written consent of the Parties.

23. Provisions of this Agreement applicable on allottees/subsequent allottees

It is clearly understood and so agreed by and between the Parties hereto that all the
provisions contained herein and the obligations arising hereunder in respect of the
Said Apartment and the Project shall equally be applicable to and enforceable
against and by any subsequent allottees of the Said Apartment, in case of a transfer
subject to the terms stipulated herein, as the said obligations go along with the Said
Apartment for all intents and purposes.

24. Waiver not a limitation to enforce

24.1 The Owner may, at its sole option and discretion, without prejudice to its rights as
set out in this Agreement, waive the breach by the allottees in not making payments
as per the Payment Plan including waiving the payment of Interest for delayed
payment. It is made clear and so agreed by the allottees that exercise of discretion
by the Owner in the case of one allottee shall not be construed to be a precedent
and/or binding on the Owner to exercise such discretion in the case of other
allottees/Apartment allottees.
 20

24.2 Failure on the part of the Parties to enforce at any time or for any period of time the
provisions hereof shall not be construed to be a waiver of any provisions or of the
right thereafter to enforce each and every provision.

25. Severability

If any provision of this Agreement shall be determined to be void or unenforceable

under the Act or the Rules and Regulations made thereunder or under other
Applicable Laws, such provisions of the Agreement shall be deemed amended or
deleted in so far as reasonably inconsistent with the purpose of this Agreement and
to the extent necessary to conform to the Act or the Rules and Regulations made
thereunder or Applicable Laws, as the case may be, and the remaining provisions of
this Agreement shall remain valid and enforceable as applicable at the time of
execution of this Agreement.

26. Method of calculation of proportionate share wherever referred to in the

Agreement

Wherever in this Agreement it is stipulated that the allottees have to make any
payment in common with the other Apartment allottees, the same shall be the
proportion which the Carpet Area of the Said Apartment bears to the total Carpet
Area of all the other Apartments in the Project.

27. Further Assurances

Both Parties agree that they shall execute, acknowledge and deliver to the other
such instruments and take such other actions, in addition to the instruments and
actions specifically provided for herein, as may be reasonably required in order to
effectuate the provisions of this Agreement or of any transaction contemplated
herein or to confirm or perfect any right to be created or transferred hereunder or
pursuant to any such transaction.

28. Place of Execution

The execution of this Agreement shall be completed only after its execution by the
Owner through its authorized signatory at the office of the Owner, or at some other
place in Kolkata within the same jurisdiction where the office of the Owner and/or
the Said Premises is situate which may be mutually agreed between the Owner and
the allottees after the Agreement is duly executed by the allottees, simultaneously
with the registration thereof at the office of Registering Authority, and hence this
Agreement shall be deemed to have been executed at Kolkata.

29. Notices

All notices to be served on the allottees and the Owner as contemplated by this
Agreement shall be deemed to have been duly served if sent to the allottees or the
Owner by registered post at their respective addresses specified below:

1. Mr. Raakesh Suhasaria (Name of allottees)

2. Mrs. Ruchita Suhasaria
3. Mrs. Pushpa Suhasaria
All Residing at Deep Bhawan, 10th Floor,
 21

17/17, Hat Lane,

Howrah - 711101 (allottees’ address)

Akshay Vinimay LLP (Owner’s name)

12B, Beliaghata Road, Kolkata - 700 015 (Owner’s address)

It shall be the duty of the allottees and the Owner to inform each other of any
change in the above address subsequent to the execution of this Agreement by
registered post, failing which all communications and letters posted at the above
address shall be deemed to have been received by the allottees or the Owner, as the
case may be.

30. Joint allottees

In case there are joint allottees/ more than one Person comprises/constitutes the
allottees herein, all communication shall be sent by the Owner to the allottees/
Person whose name appears first in the nomenclature of this Agreement and at the
addresse given by such allottees/Person, which shall for all intents and purposes be
considered as properly served on all the allottees/each of the Persons comprising/
constituting the allottees.

31. Savings

Any application letter, allotment letter, agreement, or any other document signed by
the allottees in respect of the apartment, plot or building, as the case may be, prior
to the execution and registration of this Agreement for such apartment, plot or
building, as the case may be, shall not be construed to limit the rights and interests
of the allottees under the Agreement or under the Act or the Rules or the
Regulations made thereunder.

32. Governing Law

The rights and the obligations of the Parties under or arising out of this Agreement
shall be construed and enforced in accordance with the Act and the Rules and
Regulations made thereunder including other Applicable Laws for the time being in
force.

33. Dispute Resolution

All or any disputes arising out or touching upon or in relation to the terms and
conditions of this Agreement including the interpretation and validity of the terms
thereof and the respective rights and obligations of the Parties, shall be settled
amicably by mutual discussion, failing which the same shall be settled under the
Arbitration and Conciliation Act, 1996, as updated or revised or amended or
substituted from time to time, by a sole arbitrator appointed for the same by the
Owner.

34. Other Terms and Conditions

 22

The Parties have agreed and hereby and hereunder confirm and undertake that
notwithstanding anything to the contrary or otherwise contained/recorded/stated in
this Agreement hereinbefore/hereinabove, this Agreement shall be subject to and be
read together with each of the following/undernoted other/further terms, conditions
and covenants, to be respectively paid, observed and performed on the part of the
Owner and allottees, as the case may be, it being clarified and agreed that in the
event of any inconsistencies or contradictions in/between the paras/Clauses stated
hereinabove and those contained hereinafter, then notwithstanding there being no
specific reference/cross-referencing to the particular para/Clause in question and/or
the provisions of this para/Clause 34 being in derogation of the other provisions/
paras/Clauses of this Agreement, the provisions of the paras/Clauses contained in
this para/Clause 34 and/or hereinafter shall prevail and/or supercede in its entirety
or to the extent of such inconsistency/contradiction, as the case may be, and thus
shall be binding on the Parties.

34.1 Additional Definitions

In addition to any other terms which are defined in this Agreement including by
inclusion in parenthesis and/or quotations, the undernoted terms, shall, unless
repugnant to the context or meaning thereof, have the meaning respectively
assigned to each of such terms hereinbelow:-

“Additional Cost” shall have the meaning ascribed to such term in para/Clause
34.6(iv) of this Agreement.

“Additional FAR” shall have the meaning ascribed to such term in para/Clause
34.6(i) of this Agreement.

“Advocate shall mean the advocate for the time being appointed by the Owner to
inter alia draw and prepare all the papers and documents required for and/or in
connection with the Said Premises and/or the Project and/or the Building and/or the
Said Apartment And Properties Appurtenant Thereto, or such other Person(s), who
the Owner may appoint or nominate or designate as the advocate from time to time
for any/all of the aforesaid purposes.

“Agreement” shall mean this agreement together with each of the Recitals and
Schedules stated and/or incorporated herein by reference or otherwise, as may be
amended in the manner as recorded herein and/or in writing by the Parties from
time to time by way of letters and/or supplemental agreements and/or addenda to
this agreement.

“allottees Event of Default” shall have the meaning ascribed to such term in
para/Clause 9.3, 34.3(ii), 34.4(vii), 34.7(i), 34.7(ii), 34.8(iii), 34.9(i), 34.10(iii) and
34.11(iv) of this Agreement.

“Allotment Letter” shall have the meaning ascribed to such term in Recital G of
this Agreement.

“Apartment” shall mean a constructed space at the Building intended and/or

capable of being exclusively enjoyed by a specific Apartment allottees as identified
by the Owner.

“Apartment allottees” shall mean the various Person(s) to whom/in whose favour
the Owner has, for the time being and subject to compliance by such Person of the
terms and conditions stipulated by the Owner, all to the satisfaction of the Owner,
provisionally agreed to transfer the right, title and interest in respect of a specific
 23

Apartment, which shall, as applicable, include the allottees herein, but shall not
include a tenant, licensee etc. of such a Person.

“Apartment & CP Price” shall have the meaning ascribed to such term in para/
Clause 1.2(a) of this Agreement.

“Apartment & CP Taxes” shall have the meaning ascribed to such term in para/
Clause 1.2(b) of this Agreement.

“Apartment Specifications” shall mean and include the various specifications in

terms whereof the Said Apartment is intended to be constructed, the brief and
tentative details whereof are stated in Schedule D hereunder written.

“Applicable Laws” shall mean and include all applicable laws, statutes,
enactments, acts of legislature or parliament, ordinances, rules, by-laws,
regulations, ordinances, notifications, protocols, codes, guidelines, policies,
directions, directives, notices, orders, judgments, decrees or other requirements or
official directives, binding actions etc. of any Governmental Authority, or person
acting under the authority of any Governmental Authority and/or of any statutory
authority in India, whether in effect on the date of this Agreement or thereafter or
hereafter, as updated or revised or amended or substituted from time to time.

“Application” shall have the meaning ascribed to such term in Recital G of this
Agreement.

“Application Money”shall mean the amount paid along with the Application Form
as Token Advance..

“Approved Changes” shall have the meaning ascribed to such term in para/Clause
34.6(iv) of this Agreement.

“Appurtenant Property” shall have the meaning ascribed to such term in

para/Clause 34.6(vii) of this Agreement.

“Architect” shall mean the architect for the time being appointed by the Owner for
the development of the Project or such other Person(s), who the Owner may appoint
or nominate or designate as the architect of the Project from time to time.

“Association” shall mean the entity to be formed and/or caused to be formed: (i)
under the provisions of The West Bengal Apartment Ownership Act, 1972 and the
rules governing the same (each as updated or revised or amended or substituted
from time to time) inter alia for the Common Purposes and to assume and perform
such other roles and obligations as may be determined by the Owner at its sole and
absolute discretion, the nature, composition, constituents, structure, manner of
governance, administration, functioning, management etc. of which entity shall be
determined by the Owner at its sole and absolute discretion, without any objection
being raised by the allottees and/or by any of the Apartment allottees on any ground
whatsoever or howsoever.

“Authority” shall mean the authority established under the Act.

“Balcony/Verandah” shall mean the balcony(ies)/verandah(s) which is/are meant

exclusively for the use of an Apartment allottees, and which comprises an integral
and inseparable part/component of an Apartment.

“Booking Amount” shall mean 10% (ten percent) of the Total Price, which
includes the Application Money.
 24

“Building” shall mean the new building consisting of various self-contained

apartments and constructed spaces, proposed to be constructed at the Said Premises.

“Built-Up Area” shall mean the aggregate of: (i) the Carpet Area of an Apartment,
(ii) the area of the Balcony/Verandah, (iii) 50% (fifty percent) of the area of the
Open Terrace, if any, (iv) the area of Store Room, if any, and (v) the niches,
elevation, treatment and external walls of an Apartment, all as computed by the
Architect.

“Car Parking Space” shall mean the [covered/open/stacked] space(s) situate at the
Building and/or the Said Premises to be earmarked, designated, identified and
reserved by the Owner for the parking of private medium sized car(s), as stated in
Part - III of Schedule A hereunder written.

“Carpet Area” shall mean the net usable area of an Apartment, excluding the area
covered by the external walls, areas under the services’ shafts, the areas
respectively comprised in the Balcony/Verandah, the Open Terrace, if any, and the
Store Room, if any, but including the area covered by the internal partition walls of
such an Apartment.

“Common Expenses” shall include each of the undernoted charges, expenses etc.
payable proportionately by the allottees and the other Apartment allottees, each as
determined by the Owner at its sole and absolute discretion, which shall be final,
binding and conclusive on each Apartment allottees including the allottees:

a) all the costs, charges, expenses, fees etc. to be incurred for and/or on behalf
of the Apartment allottees for rendition of the Common Purposes; and

b) all the Outgoings payable in respect of the Said Premises, the Building and
the Common Areas; and

c) the recurring costs, charges, fees, expenses etc. to be incurred/payable/

incurred for the smooth operation, running, management, maintenance,
upkeep and administration of the several facilities, infrastructure, utilities
etc. at/of the Said Premises and/or the Building including but not limited to
those comprising a part of the Common Areas including repairs,
replacements, improvements etc. thereof; and

d) such other charges, expenses etc. as determined by the Owner from time to
time; and

e) such charges, expenses etc. as stipulated in Schedule G hereunder written,

each of the aforestated together with the applicable Taxes thereon.

“Common Purposes” shall include:

a) the maintenance, management, upkeep, administration, protection etc. of the

Said Premises, the Building, the Common Areas and the several facilities,
infrastructure, utilities, etc. at/of the Said Premises and/or the Building
including the repairs, replacements, improvements etc. thereof;

b) dealing with and regulating matters of common interest of each of the

Apartment allottees relating inter alia to their mutual rights and obligations
in respect of the Said Premises and the Project, for the use and enjoyment of
the Common Areas and their respective Apartments and the Common
Areas;
 25

c) the collection and disbursement of the Common Expenses;

d) all other common purposes and/or other matters, issues etc. in which the
Apartment allottees have common interest relating to the Project, the extent,
mode and manner of each of the above to be as determined and formulated
by the Owner; and

e) the performance and/or discharge of such roles, duties, responsibilities and

obligations as may be determined by the Owner.

“Common Areas” shall mean such of the areas, facilities and infrastructure of/at
the Said Premises and/or the Building as may be specifically made available by the
Owner inter alia for the use and enjoyment of the Apartment allottees and/or the
lawful occupants of all the Apartments to access and/or facilitate the use and
enjoyment of their concerned Apartment(s), each as specifically determined and/or
identified and/or earmarked and/or designated by the Owner and/or altered,
modified or changed by the Owner, and presently intended to comprise of the areas
and facilities described in Schedule F hereunder written.

“Competent Authority” shall mean The Kolkata Municipal Corporation or any

other local body constituted under any law for the time in being force for providing
municipal services or basic services, as the case may be, to/in respect of the Said
Premises and/or which has the power to give permission for development of the
Said Premises.

“Completion Certificate” shall mean the completion certificate or such other

certificate, by whatever name called, issued by the Competent Authority, certifying
that the Project has been developed according to the plan, layout plan and
specifications approved by the Competent Authority and/or permitting occupation
thereof.

“Conveyance Deed” shall have the meaning ascribed to such term in para/Clause
34.10(i) of this Agreement.

“Deed of Cancellation” shall have the meaning ascribed to such term in

para/Clause 34.9(ix) of this Agreement.

“Deposits” shall mean each of the various/several interest free refundable and/or
adjustable and/or transferable amounts each together with the applicable Taxes
thereon, payable from time to time by an Apartment allottees including the
allottees, the frequency, quantums and heads whereof shall be as determined by the
Owner from time to time at its sole and absolute discretion, as interest free deposits,
sinking funds, corpus deposits etc. inter alia towards/for the Common Expenses,
the installation, on-going maintenance and management, upkeep, repairs,
replacements and improvements of inter alia the electrical infrastructure, water
connections, generator, all facilities serving the Said Premises and the Building, the
Common Areas, and further all other deposits, each as determined by the Owner at
its sole and absolute discretion, including but not limited to those stipulated in Part
- I of Schedule H hereunder written, which will be held by the Owner till the same,
as applicable and subject to such deductions/adjustments as may be determined by
the Owner, are transferred to the Association or are made over to any authority,
statutory or otherwise.

“Devolution of Title” shall mean the mode and manner in which the right, title and
interest in/over the Said Premises devolved upon and/or was acquired by the
Owner, as more specifically described in Schedule J hereunder written.
 26

“Encumbrances” shall mean any mortgage, charge (whether fixed or floating),

pledge, lien, lispendens, hypothecation, assignment, security interest or other
encumbrances of any kind, securing or conferring any priority of payment in
respect of any obligation of any Person, and shall include without limitation any
right granted by a transaction which, in legal terms, is not the granting of security
but which has an economic or financial effect similar to the granting of security, in
each case under law.

“Extra Charges” shall mean the extra amounts to be paid by and/or the
reimbursements to be made by the allottees to the Owner and/or to the Other
Entities (each together with the applicable Taxes) inter alia towards any extra
charges, generator charges together with the charges and expenses allied/related
thereto, charges towards electrical infrastructure, charges/fees towards/in lieu of
having sanctioned any deviations in the construction from the sanctioned plan(s) as
stipulated in the relevant statute governing the same, legal fees, legal expenses,
stamp duty, registration fees etc., each as determined by the Owner at its sole and
absolute discretion including but not limited to the charges, amounts, expenses etc.
stipulated in Part - II of Schedule H hereunder written.

“Execution Date” shall mean the date of execution of this Agreement.

“Facility Management Entity” shall mean a professional facility management and

maintenance entity to be appointed for undertaking and/or rendering such of the
Common Purposes as may be determined by the Owner.

“Fit Out/Interior Works” shall have the meaning ascribed to such term in
para/Clause 34.8(i) of this Agreement.

“Force Majeure” shall include:-

i) fire, explosion etc.;

ii) natural calamity, drought, earthquake, lightning, cyclone, floods,

environmental issues and other unforeseeable severe weather conditions;

iii) any act of God;

iv) abnormal increase in the price of building materials;

v) non-sanction and/or non-availability and/or irregular and/or delayed supply/

availability and/or scarcity of building materials, essential inputs, water,
electricity, sewerage disposal, any connection(s) from the concerned
authority(ies) etc.;

vi) labour unrest, lock-out, strike, slow down, disputes with contractors/
construction agencies employed and/or to be employed;

vii) local problem(s), local disturbance(s), sabotage, disturbances, insurrection,

enemy action, embargoes;

viii) war (declared or undeclared), civil commotion, terrorist action, litigation,

blockade, bandh, armed conflict, riots, curfew, acts of government;

ix) any judgment/injunction/interim order and/or any other order of and/or

notice, rule or notification of/from/by or any restriction(s) imposed by any
court/tribunal of competent jurisdiction and/or by any statutory authority
and/or by any Governmental Authority and/or by the government and/or any
other public/competent/statutory authority and/or The Kolkata Municipal
 27

Corporation and/or the Competent Authority and/or any change in

Applicable Laws;

x) delay due to any application under any of the rules of The Kolkata
Municipal Corporation and/or of the Competent Authority;

xi) temporary or permanent interruption and/or failure of any utilities serving

the Project and/or necessary in connection with the development thereof;

xii) delay in decisions/clearances/approvals/connections/permissions from/by

any statutory and/or other authorities/bodies and/or any Governmental
Authority and/or the Competent Authority;

xiii) any delay, obstruction or interference whatsoever in the work of

construction resulting from any cause which has or may reasonably be
expected to have a material adverse effect on the Owner’s rights or duties to
perform its obligations under this Agreement;

xiv) any other circumstance beyond the control of the Owner and/or beyond the
anticipation of the Owner.

“Governmental Authority” shall mean: (a) any national, state, city, municipal or

local government and/or governmental authority; and/or (b) any agency or
instrumentality of any of the authorities referred to in (a) above; and/or (c) any non-
governmental regulatory or administrative authority, body, board or other
organization, to the extent that the rules, regulations, standards, requirements,
procedures or orders of such authority, body or other organization have the force of
law; and/or (d) any competent court or tribunal; and/or (e) any law, rules or
regulations making entity, having or purporting to have jurisdiction on behalf of the
Government of India or any State or other sub-division thereof or any municipality,
district or other sub-division thereof and any other municipal/local authority
including but not limited to those having jurisdiction over the Said Premises.

“Indemnified Parties” shall mean each of the Owner and the respective designated
partners, partners, stakeholders, officers, employees, personnel, members,
representatives, servants, agents etc. of each of the Owner and its successors and
assigns.

“Interest” shall have the meaning ascribed to such term in para/Clause 1.11 of this
Agreement.

“Maintenance Charges” shall comprise of the Common Expenses and such other
charges incurred for the welfare and maintenance of the Project.

“Management & Maintenance Rules” shall have the meaning ascribed to such
term in para/Clause 34.11(ii) of this Agreement.

“Open Terrace” shall mean the open terrace, if any, which is meant exclusively for
the use of an Apartment allottees, and which comprises an integral and inseparable
part/component of an Apartment.

“Other Entities” shall mean such Person(s) as may be nominated/identified/

designated/appointed by the Owner at its sole and absolute discretion.

“Other Owners & Occupiers” shall have the meaning ascribed to such term in
para/Clause 34.6(vii) of this Agreement.
 28

“Outgoings” shall mean all the municipal rates and taxes, land revenue,
assessments, electricity charges (including transmission loss), utility charges and all
other outgoings by whatever name called including but not limited to those
determined by the Owner at its sole and absolute discretion, which shall be final
and binding on all the Apartment allottees including the allottees, each together
with the applicable Taxes, interest and penalty thereon, if any.

“Outgoings Payment Commencement Date” shall have the meaning ascribed to

such term in para/Clause 7.2 of this Agreement.

“Owner Event of Default” shall have the meaning ascribed to such term in
para/Clause 9.1 of this Agreement.

“Payment Plan” shall have the meaning ascribed to such term in para/Clause 1.4 of
this Agreement.

“Permitted Transferee” shall have the meaning ascribed to such term in

para/Clause 34.17(iii) of this Agreement.

“Person(s)” shall mean any individual, proprietorship, enterprise, unincorporated

association, body corporate, corporation, company, firm, partnership, limited
liability partnership, joint venture, Governmental Authority, trust, hindu undivided
family, union, association, or any other entity or organization including those as
prescribed under the Act, and where permitted, such person’s permitted successors,
permitted assigns and permitted transferees.

“Plan” shall mean the plan sanctioned by the Kolkata Municipal Corporation for
construction on the Said Premises, bearing building permit 2018070231, dated 10 th
January, 2019 and subsequently revised vide building permit No. 2020070067,
dated 5th November, 2020, and shall mean and include all modifications, variations,
alterations, amendments, revisions etc. as may be made thereto from time to time
by the Owner.

“Possession Notice” shall have the meaning ascribed to such term in para/Clause
7.2 of this Agreement.

“Project” shall mean the residential development proposed to be undertaken by the

Owner on/at the Said Premises broadly in accordance with the Specifications,
intended to comprise of the Building and the spaces identified, demarcated and
reserved by the Owner for parking of car(s), with various utilities and/or amenities
thereat as determined by the Owner, to be known as “The Crown”.

“Project Specifications” shall mean and include the various specifications in terms
whereof the Project is intended to be constructed, the brief and tentative details
whereof are stated in Schedule E hereunder written.

“Retained Areas” shall have the meaning ascribed to such term in Recital I (xvi) of
this Agreement.

“Registering Authority” shall mean any registering officer appointed under the
Registration Act, 1908, and/or any Registrar and/or Additional Registrar and/or
District Registrar and/or District Sub-Registrar and/or Additional District Sub-
Registrar having jurisdiction over the Said Premises.

“Retained Areas’ Owners & Occupiers” shall have the meaning ascribed to such
term in para/Clause 34.6(vii) of this Agreement.
 29

“Said Apartment” shall mean the Apartment more specifically described in Part -
II of Schedule A hereunder written.

“Said Apartment And Properties Appurtenant Thereto” shall mean All That the
Said Apartment together with the permission to park private medium sized car(s)
owned by the allottees within the space comprising the Car Parking Space, if any.

“Said Premises” shall mean All That the piece and parcel of land recorded as
admeasuring 5 (five) bighas 2 (two) cottahs 9 (nine) chittacks and 19 (nineteen)
sq.ft. more or less, but upon physical measurement found to admeasure 5 (five)
bighas 1 (one) cottah 7 (seven) chittacks and 34 (thirty four) sq.ft. more or less,
together with the structures standing thereon and/or the Project to be developed
thereon, situate, lying at and being Premises No. 12B, Beliaghata Road (also known
as Beliaghata Main Road), Kolkata - 700 015, Police Station Entally, Post Office
Tangra, within Ward No. 57 of The Kolkata Municipal Corporation, more
specifically described in Part - I of Schedule A hereunder written.

“Schedule” shall mean a schedule of this Agreement.

“Specifications” shall mean the collective of the Apartment Specifications and the
Project Specifications.

“Store Room” shall mean the space, if any earmarked, identified and designated by
the Owner, meant exclusively for the use of an Apartment allottees, and which
comprises an integral and inseparable part/component of an Apartment.

“Taxes” shall mean all the taxes, cesses, assessments, duties, levies, impositions,
charges etc. by whatever name called including but not limited to sales tax, service
tax, works contract tax, value added tax, goods and services tax (GST) etc.
imposed/leviable/levied/charged/chargeable inter alia on each amount:

i) paid/payable/deposited/to be deposited by the allottees;

ii) paid or payable by the Owner in respect of any part or portion of the Project
(including the construction thereof); and

iii) paid or payable on the sale/transfer and/or the permission contemplated

hereunder,

irrespective of whether such taxes, cesses, levies, charges etc. are subsisting as on
the Execution Date or are imposed/levied/revised in the future, with retrospective
effect or otherwise, and shall mean and include any increments thereof.

“TDS” shall have the meaning ascribed to such term in para/Clause 34.4(ii) of this
Agreement.

“TDS Interest” shall have the meaning ascribed to such term in para/Clause
34.4(v) of this Agreement.

“Tentative Completion Date” shall have the meaning ascribed to such term in
para/Clause 5 of this Agreement.

“Total Price” shall mean the collective of the Apartment & CP Price and the
Apartment & CP Taxes.

“Undivided Share” shall mean an undivided variable impartible indivisible

proportionate share in the Common Areas attributable to the Said Apartment as
 30

may be determined by the Owner at its absolute discretion, subject to the exceptions
and reservations in favour of the Owner.

34.2 Interpretation

In the interpretation of this Agreement, the following rules of interpretation shall

apply, unless the contrary intention appears:

i) references to any law shall include any statutes and/or rules and/or regulations
made and/or guidelines issued thereunder, and any other rules, regulations,
guidelines, policy statements, orders or judgments having the force of law,
and in each case, as amended, modified, restated or supplemented from time
to time;

ii) reference to any agreement, contract, deed or document shall be construed as

a reference to it as it may have been or may from time to time be amended,
varied, altered, modified, supplemented or novated;

iii) references to Recitals, paras/Clauses and Schedules are references to the

recitals, clauses and schedules of/to this Agreement. The Recitals and the
Schedules form an integral part of this Agreement and/or a part of the
operative provisions of this Agreement, and references to this Agreement
shall include references to the Recitals and the Schedules;

iv) the obligation and/or covenant of the allottees to do something shall include
an obligation and/or covenant to ensure that the same shall be done, and the
obligation and/or covenant on the part of the allottees not to do something
shall include an obligation and/or covenant not to permit, suffer or allow the
same to be done;

v) words denoting the masculine gender shall include the feminine and neutral
genders as well;

vi) words denoting the singular number shall include the plural and vice versa;

vii) where a word or phrase is defined, other parts of speech and grammatical
forms and the cognate variations of that word or phrase shall have the
corresponding meanings;

viii) any reference to this Agreement or to any of the provisions hereof shall
include all amendments and modifications made to this Agreement from time
to time in the manner stipulated herein;

ix) the headings in this Agreement have been incorporated only for convenience
of reference, and shall not, in isolation or otherwise, be considered in or affect
the interpretation and/or construction of this Agreement;

x) in the event of any inconsistency/contradiction between the paras/Clauses and

the Schedules hereto, the paras/Clauses of this Agreement shall prevail;

xi) the term “or” shall not be exclusive, and the terms “herein”, “hereof”,
“hereto” and “hereunder” and other terms of similar import shall refer to this
Agreement as a whole and not merely to the specific provision where such
terms may appear;

xii) the words “include”, “including” and “amongst others” are to be construed
without limitation, and shall be deemed to be followed by “without
 31

limitation” or “but not limited to”, whether or not they are followed by such
phrases or words of like import;

xiii) reference to days, months and years are to Gregorian calendar days, months
and years respectively;

xiv) in the determination of any period of days for the occurrence of an event or
the performance of any act or deed or thing, the day on which the event
happens or the act or deed or thing is done shall be deemed to be excluded,
and if the last day of the period is not a working day, then the period shall
include the next following working day;

xv) the words “directly or indirectly” mean directly or indirectly through one or
more intermediary Persons or through contractual or other legal
arrangements, and “direct” or “indirect” shall have the correlative meanings;

xvi) in the event any provision of the Application and/or the Allotment Letter is
inconsistent with and/or contradictory to any provision of this Agreement,
then to the extent of such inconsistent and/or contradictory, the corresponding
provision of this Agreement shall prevail;

xvii) no provision of this Agreement shall be interpreted in favour of or against any

Party on account of the Advocate having drafted this Agreement, or by reason
of the extent to which any such provision is inconsistent with any prior draft
thereof.

34.3 Additional terms and covenants regarding the principal understanding

between the parties

i) In consideration of the various amounts stipulated herein and/or as determined by

the Owner from time to time, each agreed to be paid and/or deposited by the
allottees to/with the Owner and/or the Other Entities, and in further consideration of
the allottees agreeing and undertaking to perform, observe and comply with each of
the terms, conditions, covenants and obligations stipulated by the Owner including
but not limited to those stated herein, and the performance thereof by the allottees,
each to the satisfaction of the Owner, the Owner has at the request of allottees
provisionally agreed to: (i) sell and/or transfer in favour of the allottees All That the
Said Apartment; and (ii) permit the allottees to park private medium sized car(s)
owned by the allottees within the space comprising the Car Parking Space, if any;
and (iii) transfer in favour of the Association All That the Undivided Share, each of
which the allottees has agreed to accept, on the clear and unequivocal
understanding that nothing in this Agreement does and/or shall and/or shall be
construed/deemed to be a demise or transfer in praesenti, as such transfer is
intended to take place only upon execution of the Conveyance Deed in terms hereof
and/or subject to the provisions of this Agreement.

ii) If at any time after the date hereof it is ascertained by the Owner and/or it transpires
that the information furnished by the allottees is false and/or misleading, then
without being required to establish/prove such act/conduct of the allottees, the
Owner shall at its option, be entitled to terminate this Agreement, whereupon the
consequences stipulated in the applicable provisions of para/Clause 34.9 of this
Agreement shall apply, and the allottees accept(s) and consent(s) to the same.

34.4 Additional terms and covenants regarding the Total Price, Deposits, Extra
Charges etc., and the payment thereof
 32

i) In consideration of this Agreement and as and by way of consideration for being

granted the specific rights and/or permissions of the nature stipulated in this
Agreement, and accepting each of the terms and conditions stipulated in this
Agreement, in addition to payment of the Total Price, the allottees shall be liable
and responsible to and hereby agree(s) and undertake(s) to make payment of the
various amounts as determined by the Owner including those as and by way of
Deposits, Extra Charges, Common Expenses etc. (each together with the applicable
Taxes thereon) to the Owner and/or to the Other Entities and/or to any
Governmental Authority(ies) and/or to any statutory/quasi-statutory authorities/
bodies, each as identified and stipulated by the Owner, each to be paid/deposited
within such time frames as may be determined by the Owner, it being
unequivocally agreed, understood, acknowledged and accepted by the allottees as
follows:-

a) that certain deposits are in the nature of transferable deposits and/or funds,
which shall be held by the Owner, free of interest and shall be made over by
the Owner to the Association after its formation, subject to deductions, if any,
as ascertained by the Owner;

b) that the allottees shall not permit or allow or request for any part or portion of
the deposits and/or funds to be adjusted and appropriated towards payment of
municipal rates and taxes, Common Expenses, Outgoings and other outgoings
agreed to be paid and/or contributed by the allottees in terms of this
Agreement;

c) that the rate and/or the quantum of each of the Deposits, the Extra Charges
and the Common Expenses, amongst others may be higher than those
normally stipulated for and/or incurred by other real estate projects, even
those situate in the vicinity of the Said Premises;

d) that without making payment of the entirety of each of the Total Price,
Deposits, Extra Charges, Interest (if any), TDS Interest (if any) amongst
others, each in the manner and within the time periods stipulated by the
Owner and fulfilling each of his/her/their/its obligations, all to the satisfaction
of the Owner, the allottees shall not be entitled to call upon the Owner to
hand over the Said Apartment, and further without making payment of the
Common Expenses, the allottees and/or his/her/their/its Permitted
Transferee(s) and/or permitted users/occupiers shall not be entitled to use and
enjoy and/or to continue the user and enjoyment of the Common Areas.

ii) In no event shall the allottees be entitled to or shall claim/demand any abatement or
reduction or deduction in the Apartment & CP Price and/or in the Apartment & CP
Taxes on any ground whatsoever or howsoever provided that the allottees shall only
be entitled to deduct from the Apartment & CP Price the amount, if any, towards
the prevailing applicable tax deductible at source subject to the Applicable Laws
(“TDS”).

iii) It is agreed and understood between the Parties that in the event at any time prior to
the expiry of the scheduled date of completion of the Project as envisaged at the
time of registration of the Project under the Act and as extended from time to time:

a) there be any change, modification, amendment, increase, decrease etc. in any

of the Taxes comprising the Apartment & CP Taxes and/or the manner of
computation thereof including but not limited to due to change of/in
Applicable Laws; and/or

b) any new and/or fresh taxes, cesses, assessments, duties, levies, charges,
impositions etc. (central, state or local) by whatever name called be imposed,
 33

levied, notified etc. with retrospective effect or otherwise including but not
limited to on the Project and/or the Said Apartment and/or the Car Parking
Space, if any, and/or this Agreement and/or the transaction contemplated
under this Agreement; and/or

c) the Owner and/or the Project be made liable for payment of any tax
(excepting income tax), duty, development charges (payable to the concerned
competent authority), cess, assessment, charge, levy etc. and/or for any other
liability under any statute or law for the time being in force or enforced in
future by the State Government, Central Government or any other authority
or body or Governmental Authority on account of inter alia the Owner
having agreed to perform the obligations under this Agreement or having
entered into this Agreement; and/or

d) there be any other increase in the charges which are/may be levied or imposed
by any Governmental Authority and/or the Competent Authority from time to
time;

then in such an event, each and/or some of the several amounts payable by and/or to
be deposited by the allottees shall accordingly stand increased or decreased, as the
case may be, and further some additional amounts may become payable by the
allottees, and the allottees hereby covenant(s) and undertake(s) to make timely
payment/deposit of each of such amounts in terms of the demand(s) and/or revised
demands raised by the Owner provided that in no event shall the allottees be
entitled to call upon the Owner to refund any amount since then already paid by the
allottees to the Owner.

iv) The allottees shall be bound and obliged to and undertake(s) and covenant(s) to
make payment of and/or deposit each amount within the timelines determined/
designated by the Owner for the same, and while the Owner shall periodically
intimate in writing to the allottees the amount payable and the allottees shall
pay/deposit the amount(s) as demanded by the Owner within the time period and in
the manner specified in such intimation, the allottees have covenanted and
undertaken to and further hereby and hereunder covenant(s) and undertake(s) to
make payment of the Total Price in terms of the Payment Plan, it being recorded
that the allottees have informed the Owner that such schedule of payment
comprising the Payment Plan is more convenient to/for the allottees, and the
allottees covenant and undertake(s) to make each of such payments as and when the
same become due.

v) The allottees shall be bound and obliged to and undertake(s) to: (i) deposit with the
concerned authorities, the TDS if any deducted, within the 7 th (seventh) day of the
month succeeding the month of payment; and (ii) issue and hand over to the Owner,
the relevant TDS certificate within the time period stipulated by Applicable Laws,
failure whereof shall attract and accrue interest on the amount so deducted for the
period of default/delay, such interest to be calculated at the rate
prescribed/prevailing under the Applicable Laws governing the subject matter of
TDS (“TDS Interest”). Delay caused by the allottees in fulfilling the aforesaid
obligation shall be deemed to be an event of default by the allottees in his/her/
their/its payment obligations as stipulated in para/Clause 34.4(vii) hereinbelow,
which shall entail the same consequences as stated therein.

vi) In case the Owner condones the default of the allottees in making timely payment
of and/or in depositing any amount and/or in depositing the TDS and/or furnishing
the TDS certificate within the stipulated timeline(s), then and in such an event, the
allottees shall, along with the outstanding dues and/or arrears, pay to the Owner, the
Interest and/or the TDS Interest, as the case may be, on each of the amounts
remaining unpaid/outstanding for the period of default/delay until the date of actual
 34

realization thereof together with the administrative charges in terms of the then
prevailing policy of the Owner in respect thereof. Any condonation granted by the
Owner shall not amount to waiver of the future defaults and/or the breaches and/or
delays of/by the allottees, and shall be without prejudice to the other rights of the
Owner.

vii) Delay by the allottees in making payment of and/or depositing any amount due to
any reason and/or on any ground whatsoever or howsoever shall not in the normal
course be condoned. In case of any such delay, the Owner shall, without prejudice
to its other rights, be entitled to exercise its right to terminate this Agreement at its
sole option, whereupon the consequences enumerated in the applicable provisions
of para/Clause 34.9 shall apply, and the allottees accept and consent(s) to the same,
and without prejudice to the aforesaid, in the event such delay/default is condoned
by the Owner in the manner stated hereinafter, the Owner shall not be liable for the
delay, if any, in handing over the Said Apartment in terms of and in accordance
with this Agreement.

viii) Notwithstanding anything to the contrary stated anywhere in this Agreement, any
payment made by the allottees (notwithstanding any specific instruction regarding
the same having been given/issued by the allottees) shall, at the first instance, be
applied by the Owner towards payment of the Interest and the TDS Interest
ascertained by the Owner as due and payable by the allottees, and thereafter, the
balance, if any, shall be utilized towards adjustment of the defaulted/delayed
payments due from the allottees as ascertained by the Owner, and the allottees
authorize(s) and empower(s) the Owner to so adjust and/or appropriate all
payments made by the allottees, and the allottees undertake(s) not to object to the
same and/or to demand/direct the Owner to adjust the payments in any manner.

ix) All payments shall be made by the allottees at the office of the Owner against
proper receipts and in no event shall the allottees be entitled to set up any oral
agreement regarding payment or otherwise. Further, all costs in respect of any
payment being made by outstation/dollar cheques/in any currency other than the
Indian currency, shall be borne and paid by the allottees. Furthermore, on the
dishonour of any banking negotiable instrument on any ground whatsoever, without
prejudice to the other rights and remedies of the Owner and/or of the Other Entities,
the allottees shall compensate the Owner and/or the Other Entities for every such
dishonour by making payment of Rs. 1500/- (Rupees One Thousand Five Hundred
only), and the allottees accept(s) and consent(s) to the same.

x) In the event the allottees is a Person of Indian Origin (PIO) and/or a Non-Resident
Indian (NRI) and/or an Overseas Citizen of India (OCI), as such terms are
respectively defined/described under the governing Applicable Laws, the allottees
confirm(s) that all remittances shall be made in compliance with all Applicable
Laws as modified/revised from time to time, and the allottees shall provide the
Owner with all certifications, declarations etc. pertaining to/in support thereof.

xi) All refunds, if any in terms of this Agreement, even to Non-Resident Indians and/or
Persons of Indian Origin and/or Overseas Citizens of India shall be made in Indian
Rupees unless mandated otherwise by the then prevailing Applicable Laws.

xii) The Owner neither accepts nor has any responsibility in respect of the matters
specified in para/Clause 3 hereinabove as also those in this Clause 34.4, and the
allottees shall and undertake(s) to keep each of the Indemnified Parties fully safe,
harmless and indemnified in respect thereof.

34.5 Additional terms and covenants regarding time being of essence

 35

Time for payment by the allottees is and shall always be and shall remain and be
treated as the essence of the contract. The allottees shall and undertake(s) to make
timely payment and/or deposit of each of the amounts as stipulated in this
Agreement, and further to meet, fulfil and perform, in a timely manner, each of the
obligations of the allottees under this Agreement.

34.6 Additional terms and covenants regarding construction

i) The allottees have understood to his/her/their/its complete satisfaction that the

Owner, if it so desires/deems it fit and proper, shall be entitled to apply for and/or
utilize any unconsumed and/or extra and/or additional floor area ratio which is
presently available and/or which may be sanctioned and/or which may in the future
be made available and/or sanctioned in accordance with inter alia the building rules
of The Kolkata Municipal Corporation and/or any Applicable Laws and/or by the
Competent Authority including by way of certification of the Project as a green
building project under the Applicable Laws including the present plan of the Owner
to apply for and obtain sanction for additional 3 (three) floors (collectively,
“Additional FAR”) and the allottees have accepted each of the aforestated along
with the Payment Plan.

ii) The Owner shall not have an option to make any variation/alteration/modification
in/to the plans pertaining to the Project other than:

a) in the manner provided under the Act and/or the Rules and/or the Applicable
Laws; and/or

b) for the purpose of utilization of the Additional FAR; and/or

c) as may be required by: (1) the authorities concerned; and/or (2) as a

consequence of any new policies formulated; and/or (3) changes in the rules
pertaining to the floor area ratio,

and the allottees hereby grant his/her/their/its unambiguous and unconditional

consent to the same, and further agree(s) and undertake(s) not to make or raise any
objection to the same on any ground whatsoever or howsoever.

iii) The Tentative Completion Date and the date stipulated in para/Clause 7.1
hereinabove are hereby and hereunder accepted and confirmed by the allottees and
the allottees hereby agree and undertake not to raise any objection to the same on
any ground whatsoever or howsoever. However, in the event prior to the Tentative
Completion Date and/or the date stipulated in para/Clause 7.1 hereinabove the Said
Apartment is ready for hand over in terms of this Agreement, the allottees
undertake(s) and covenant(s) not to make or raise any objection to the consequent
pre-ponement of his/her/their/its payment obligations, having clearly understood
and agreed that the payment obligations of the allottees are linked inter alia to the
progress of construction, and the same is not a time linked plan.

iv) Subject to Applicable Laws and the Act, in the event the allottees desire any
modifications or changes in or upgradation of the Apartment Specifications, the
allottees shall within the mutually agreed time period of 30 (thirty) days from the
date hereof communicate the same in writing to the Owner, and if the Owner agrees
to such modifications or changes (“Approved Changes”), the Owner shall intimate
the allottees of the estimated and tentative cost which could be incurred for carrying
out the Approved Changes which shall inter alia include amongst others, the fees,
costs, expenses, charges etc. for obtaining all clearances, sanctions etc. from the
concerned Governmental Authorities and/or the Competent Authority for such
Approved Changes as also for constructing, executing and implementing the
 36

Approved Changes (“Additional Cost”). Only after receiving from the allottees: (i)
the entirety of the Additional Cost over and above the Total Price and all other
amounts payable by the allottees in terms of this Agreement (on the clear and
unequivocal understanding that the Additional Cost shall under no circumstance be
treated or deemed to be a part payment of the Total Price or of any of the other
amounts payable by the allottees in terms of this Agreement); and (ii) a written
undertaking from the Allotee to bear and pay any further and/or other costs which
have to be/are incurred by the Owner in/while carrying out the Approved Changes;
(iii) the written approval of each of the Apartment allottees and the concerned
competent authorities to the carrying out of the Approved Changes, the Owner will
carry out the Approved Changes, at the cost, expense, risk and liability of the
allottees, it being further agreed and understood by the allottees that the decision in
respect of the Approved Changes and/or carrying out the Approved Changes shall
be subject to the sole and absolute discretion of the Owner, who shall be entitled to
reject and/or decline such request of the allottees without assigning any reason
therefor, which decision shall be final and binding on the allottees, whereupon the
allottees shall not be entitled to and further undertake(s) and covenant(s) not to
carry out any such modification, change etc.

v) Notwithstanding the provisions of para/Clause 34.6(iv) hereinabove, the allottees

shall not be entitled to request/call upon the Owner for any modification inter alia
in/to the internal layout of the Said Apartment and/or the external façade of the
Building and/or the Project Specifications.

vi) The allottees shall neither do, execute or perform nor permit the doing, execution or
performance of any act, deed or thing whereby the construction or development of
the Project may in any manner be hindered or impeded or obstructed, and further
until hand over of the Said Apartment subject to the terms hereof, the allottees will
have the right to visit the Project site to assess the extent of development of the
Project and the Said Apartment, but subject to compliance of such rules, terms and
conditions as may be stipulated from time to time by the Owner in that regard, and
further, the allottees shall not in any manner commit breach of any of such
stipulated terms, conditions, stipulations etc. or of those herein contained.

vii) The allottees agree and confirm that subject to compliance with Applicable Laws,
the Owner shall at any time be entitled to amalgamate/consolidate and/or connect
the Building and/or the Project and/or the Said Premises with any land(s)/
building(s)/development(s)/structure(s) adjacent to and/or adjoining the Building
and/or the Project and/or the Said Premises (“Appurtenant Property”) and/or to
use/apply any part or portion of the Building and/or the Project and/or the Said
Premises to use/access any Appurtenant Property in such a manner as the Owner
may deem fit and proper at its sole and absolute discretion, it being clarified that in
such an event, the Owner shall be entitled to and the allottees hereby consent to the
Owner joining the then existing facilities and/or amenities of/at the Building and/or
the Project and/or the Said Premises including all the Common Areas to/with any
such Appurtenant Property and/or granting in favour of the owners and permitted
users/occupiers of any part or portion of the Appurtenant Property, each as
identified by the Owner (collectively “Other Owners & Occupiers”) as also the
owners and permitted users/occupiers of any part or portion of the Retained Areas,
each as identified by the Owner (collectively “Retained Areas’ Owners &
Occupiers”), a right, title and interest in/to/over/ in respect of and/or the right to
access, use and enjoy the same, and further the allottees agree that the allottees shall
neither be entitled to nor shall make or raise or set up any claim, objection etc. to
the aforesaid on any ground whatsoever, nor shall do, execute or perform any act,
deed or thing which may in any manner whatsoever obstruct/impede/restrict/ hinder
the consolidation/amalgamation/connection etc. of the Building and/or the Project
and/or the Said Premises with any Appurtenant Property and the works related
thereto, and furthermore the allottees shall neither have nor shall claim any manner
 37

of right or title or interest in any part or portion of such Appurtenant Property, and
also shall not be entitled to question the same.

34.7 Additional terms and covenants regarding possession/hand over

i) In the event after receipt of the Possession Notice, the allottees fail and/or
neglect(s) in making timely payment/deposit of each of the amounts then
outstanding and/or payable and/or to be deposited by the allottees (each as
ascertained by the Owner) and/or in observing, fulfilling and performing each of
his/her/their/its obligations, covenants, undertakings etc., all to the satisfaction of
the Owner, the Owner shall be entitled, at its sole and exclusive option, to exercise
its right to terminate this Agreement, whereupon the consequences enumerated in
the applicable provisions of para/Clause 34.9 shall apply, and the allottees hereby
accept(s) and consent(s) to the same.

ii) In the event on the Outgoings Payment Commencement Date, the allottees fail to
timely comply with and/or fulfil each of his/her/their/its stipulated obligations as a
consequence whereof the Owner is unable to hand over possession of the Said
Apartment to the allottees and/or the allottees fail to take possession of the Said
Apartment, then without prejudice to the right of the Owner to terminate this
Agreement whereupon the consequences enumerated in the applicable provisions of
para/Clause 34.9 shall apply:

a) the liability in perpetuity of the allottees to make payment of, inter alia, the
Maintenance Charges, Common Expenses, Outgoings etc. in respect of the
Said Apartment and the Said Premises, each as determined by the Owner,
each together with the applicable Taxes, shall commence irrespective of the
fact that on the Outgoings Payment Commencement Date, the Said
Apartment has not been handed over to and/or taken over by the allottees; and

b) the allottees shall be liable to and agree(s) and undertake(s) to pay to the
Owner, as and by way of mutually agreed pre-determined holding/carrying
charges, to be calculated at the rate of Rs. 1,000/- (Rupees One Thousand
only) per day (commencing on and from the Outgoings Payment
Commencement Date) together with all applicable Taxes thereon until such
time the Said Apartment is handed over to/taken by the allottees (subject to
the terms of this Agreement) provided that the same shall not render the
Owner liable or responsible inter alia for the damage, deterioration etc. that
may be caused to the Said Apartment due to such delay caused/occasioned by
and/or attributable to the allottees including but not limited to in the state,
condition etc. of the Said Apartment, and the allottees shall be bound and
obliged to take the hand over of the Said Apartment (subject to and after
compliance and fulfilment by the allottees of each of his/her/their/its
obligations stipulated herein) on “as is where is basis”, and without prejudice
to the aforesaid, the allottees shall give a written declaration to this effect as
and when required by the Owner, with the allottees further hereby and
hereunder accepting and confirming that the abovementioned mutually agreed
pre-determined holding/carrying charges are a fair and reasonable estimate of
the loss and damage that would be suffered by the Owner due to the
abovementioned default committed by the allottees, and are not in the nature
of any penalty,

and the allottees accept and confirm each of the aforesaid, and covenant(s) and
undertake(s) not to set up or raise or make or initiate any claim, demand etc.
contrary thereto. Further, the allottees hereby agree and undertake to indemnify and
keep each of the Indemnified Parties indemnified for/from/against any losses,
 38

claims, damages etc. arising from the aforestated failure/default on the part of the
allottees.

iii) Without prejudice to the other provisions of this Agreement, the allottees shall not
be entitled to and further covenant(s) and undertake(s) not to call upon the Owner
to hand over possession of the Said Apartment in contravention of the provisions of
this para/Clause 34.7.

iv) In the event due to any direct and/or indirect act of commission or omission by/of
the allottees and/or by/of the contractors, men, servants, agents, personnel,
employees etc. of the allottees, obtaining of the Completion Certificate is delayed
and/or refused and/or any loss or damage is caused to the Owner and/or to any of
the Apartment allottees, then the allottees shall and undertake(s) to compensate the
Owner and/or each of the Apartment allottees, as the case may be, for all the costs,
charges, expenses, damages etc. as may be assessed by the Owner at its sole and
absolute discretion, which shall be final and binding on the allottees, and the
allottees hereby and hereunder accept(s) and confirm(s) the same.

v) It is agreed and understood by the Allotee that hand over of possession of the Said
Apartment shall be withheld till all the amounts due and payable by the allottees
and each of the obligations of the allottees, each as ascertained by the Owner, are
paid/deposited and/or performed and/or fulfilled by the allottees, to the satisfaction
of the Owner, all at the cost, expense, risk and liability of the allottees.

34.8 Terms and covenants regarding Fit Out/Interior Works

i) Only after hand over of the Said Apartment to the allottees, the allottees shall be
entitled, at his/her/their/its own cost, expense, risk, liability and responsibility, to fit
out and/or commence interior works therein/thereat as permitted by the Owner/
Association (“Fit Out/Interior Works”) subject to compliance by the allottees of
all Applicable Laws and all rules, regulations etc. in respect thereof including as
may be stipulated by the Owner/Association (including the specific working hours
as also the specific working days on which the same may be carried out) together
with payment of such charges as may be determined by the Owner/Association for
user by the allottees of inter alia the several utilities at/of the Said Premises and/or
the Building for/while carrying out the Fit Out/Interior Works.

ii) While carrying out any permitted Fit Out/Interior Works at the Said Apartment,
each subject to the terms hereof, the allottees shall not and allottees undertake and
covenant(s) not to inter alia: (i) carry out and/or make any addition(s) and/or
alteration(s) into or upon the Said Apartment including the external façade thereof
without the prior written consent of the Owner; and/or (ii) do any works which may
be in contravention with/of the Plan and/or any law and/or as ascertained by the
Owner, with the decision of the Owner being final and binding on the allottees;
and/or (iii) cause any damage and/or injury to the other Apartments and/or the other
parts and portions of the Building and/or the Project and/or the Said Premises;
and/or (iv) carry out any works which may endanger the Building and/or the
structural stability thereof; and/or (v) store or permit to be stored any materials,
goods, articles etc. which in the opinion of the Owner/Association are of a
hazardous and/or combustible and/or offensive and/or obnoxious and/or dangerous
nature (such opinion of the Owner/Association being final and binding on the
allottees), and further shall not store/keep or permit to be stored/kept any materials,
goods, articles etc. in the staircases, landings, lobbies, passages etc.. In the event of
any contravention and/or violation of the aforestated, the allottees undertake to
remedy, to the complete satisfaction of the Owner, such breach and/or
contravention and/or violation, and/or to demolish to the complete satisfaction of
the Owner, any unauthorized construction(s) within such time period as may be
stipulated in the notice in this regard issued by the Owner. Failure on the part of the
 39

allottees to so remedy the breach and/or contravention and/or violation and/or to

demolish any unauthorized construction(s) to the satisfaction of the Owner, shall
entitle the Owner to take all steps in respect thereof as the Owner may deem fit and
proper, at the cost, expense, risk and liability of the allottees including payment of
the demolition charges, if any, and the allottees hereby consent(s) to the same, and
further the Owner may, at its sole and exclusive option, exercise its right to
terminate this Agreement, whereupon the consequences enumerated in the the
applicable provisions of para/Clause 34.9 shall apply. Further, in case any injury or
damage is ascertained by the Owner as having been caused directly and/or
indirectly by the allottees and/or by the men, servants, agents, personnel,
contractors, employees etc. of the allottees, the allottees shall be liable to pay
compensation to the Owner and/or to any other aggrieved party, each as may be
determined by the Owner at its sole and absolute discretion, and such decision of
the Owner shall be final and binding on the allottees, and the allottees hereby
consent(s) to the same.

iii) The allottees shall be solely liable and responsible for any accidents that may occur
while carrying out and/or completing any permitted Fit Outs/Interior Works, and all
the consequent injury, loss, damage etc. including any compensation as may be
determined by the Owner/Association shall exclusively attach to the allottees alone,
and the allottees shall be bound and obliged to and undertake(s) to keep each of the
Indemnified Parties, the Association and all the Apartment allottees fully safe,
harmless and indemnified from and against all costs, charges, claims, damages,
actions suits, proceedings etc. in respect thereof.

iv) The Owner and/or the Association and/or the representatives of the Owner and/or
of the Association, with or without workmen, shall be entitled to take inspection
from time to time of the progress/completion of the Fit Out/Interior Works, and the
allottees agree to co-operate with and render all co-operation to the Owner and/or
the Association and/or the representatives of the Owner and/or of the Association.

34.9 Additional terms and covenants regarding Events of Defaults and/or

cancellation and/or termination, and its consequences

i) In the event the allottees is in breach of and/or has failed to perform and observe
any of his/her/their/its covenants, obligations, representations or warranties under
this Agreement and/or the terms and conditions of this Agreement, which breach
and/or failure has not been remedied despite having been issued a notice in that
regard, the allottees shall be considered under a condition of default, and an
allottees Event of Default shall be deemed to have occurred.

ii) Without prejudice to and in addition to the events/grounds stated elsewhere in this
Agreement on the occurrence whereof the Owner shall be entitled to terminate this
Agreement (each of which also to be treated as an allottees Event of Default), on
the occurrence of an allottees Event of Default which continues for a period beyond
30 (thirty) days after notice from the Owner in this regard (such failure being as
determined by the Owner), then without prejudice to the right of the Owner to
charge and recover from the allottees, Interest and other amounts as stipulated in
this Agreement including that for the period of delay, the Owner shall be entitled, at
its option, and is hereby authorized by the allottees, to determine and/or rescind
and/or terminate this Agreement provided that the Owner shall intimate the
allottees about the Owner’s intention to so terminate this Agreement by a written
notice of atleast 30 (thirty) days prior to such termination.

iii) The allottees may at any time after the date hereof and without the occurrence of
any Owner Event of Default, but no later than 30 (thirty) days prior to the execution
and registration of the Conveyance Deed subject to the terms hereof, by a 30
(thirty) days’ notice in writing intimate the Owner of his/her/their/its intent to
 40

terminate this Agreement provided that in view of inter alia the fact that the Owner
has as a consequence of this Agreement blocked the Said Apartment and the Car
Parking Space, if any, for the allottees, on the date of termination of this Agreement
by the Owner and/or by the allottees (as the case may be) in terms hereof, the
undernoted mutually agreed amounts shall, without any further act, deed or thing by
the Owner and/or by the allottees stand forfeited in favour of the Owner from out of
all the sums paid/deposited till such date by the allottees to/with the Owner and/or
any of the Other Entities at the specific instructions of the Owner (irrespective of
the account/head towards which such sum may have been paid/deposited by the
allottees), and the balance, if any ascertained by the Owner as payable by the
allottees to the Owner, shall forthwith and immediately be paid on demand by the
allottees to the Owner, and the allottees accept such consequences and consent(s) to
the same:-

(a) a sum equivalent to 20% ( twenty percent) of the Total Price together with the
applicable Taxes thereon; and

(b) the Common Expenses and each of the amounts stipulated in para/Clause 34.
(ii) hereinabove, as applicable, each payable with effect from the Outgoings
Payment Commencement Date till the date of termination (being the date of
notification/acceptance/receipt by the Owner of the termination notice, as the
case may be); and

(c) the Interest and/or the TDS Interest, if any due, accrued and payable by the
allottees on any amount, as ascertained by the Owner; and

(d) the amounts deducted by the allottees as TDS while making any payment to
the Owner and/or to any of the Other Entities; and

(e) all amounts paid/payable by and/or recoverable from the allottees towards
any of the Taxes; and

(f) brokerage/commissions paid to any real estate agent/channel partner/ broker;

and

(g) the stipulated charges on account of dishonor, if any, of a banking negotiable

instrument; and

(h) the entirety/such part or portion of the Additional Cost together with the
costs, expenses, charges, fees etc. incurred by the Owner towards executing/
implementing the Approved Changes; and

(i) in the event of the Owner having carried out any of the Approved Changes in
terms of this Agreement, the costs, charges, fees, expenses etc. which would
have to be incurred by the Owner for re-instating the Said Apartment to its
original state and condition; and

(j) the entirety/such part or portion of the Deposits and Extra Charges as already
expended by the Owner; and

(k) administrative charges in terms of the then prevailing policy of the Owner in
respect thereof; and

(l) stamp duty, registration fees/charges, legal fees and charges and any other
fees, charges etc. payable/to be paid pertaining to this Agreement and the
Deed of Cancellation; and
 41

(m) the amount if any payable by the allottees in terms of para/Clause 34/9(viii)
hereinbelow.

v) The allottees accept(s) and confirm(s) that:

a) bearing in mind that the Said Apartment and the Car Parking Space, if any,
would have been kept blocked by the Owner for the allottees till the date of
termination (as stated hereinabove) the abovementioned mutually agreed
amounts are a fair and reasonable estimate of the loss and damage that would
be suffered by the Owner due to the abovementioned termination, and

b) all and/or any amounts collected by the Owner as Taxes and deposited with
the concerned authorities shall not be returned/refunded by the Owner, and
the allottees shall be free to approach the authorities concerned for refund of
such Taxes,
and the allottees covenant(s) and undertake(s) not to set up or raise or make or
initiate any claim, demand, action etc. contrary to the aforesaid.

vi) In the event after the aforesaid forfeiture, the Owner ascertains that any amount is
to be refunded by the Owner to the allottees, such amount will be refunded: (i)
without any interest and/or compensation; and (ii) subject to the allottees executing,
at his/her/their/its at the cost and expense, the Deed of Cancellation if so
determined by the Owner; and (iii) only after the Owner has entered into a fresh
agreement in respect of the Said Apartment And Properties Appurtenant Thereto
with any other Person(s). The allottees acknowledge(s) that it is justifiable for the
Owner to refund the amount, if any ascertained as due by the Owner to the
allottees, after expiry of a reasonable period of time after the date on which the
Owner enters into the abovementioned new agreement, in as much as the Owner
would be blocking the Said Apartment and the Car Parking Space, if any, on
account of the allottees, and thus the allottees agree and covenant not to raise any
objection whatsoever or howsoever to the same, and hereby consent(s) to the above.

vii) Notwithstanding the non-execution of the Deed of Cancellation, immediately on the

issuance and/or acceptance/receipt of the termination notice by the Owner, the
allottees shall cease to have any manner of right or claim or demand under this
Agreement and/or against the Owner (save and except receipt of refund, if any,
subject to and/or in accordance with the provisions of this para/Clause 34.9) and the
Owner shall stand released and discharged from all its obligations and liabilities
under this Agreement, and though none created hereunder, for the avoidance of any
doubt, it is confirmed and accepted by the allottees herein that upon the occurrence
of the aforesaid event, any manner of right or interest or claim or demand of the
allottees in respect of/to/over any part or portion of the Said Premises and/or the
Project and/or the Said Apartment And Properties Appurtenant Thereto shall
automatically and without the execution of any further act, deed or thing by the
allottees and/or the Owner, stand terminated, cancelled, revoked, surrendered,
released, relinquished, disclaimed etc. in favour of the Owner for all intents and
purposes, and the Owner shall be entitled to deal with the same in such a manner as
the Owner may deem fit and proper.

viii) On the date of termination of this Agreement by any of the Parties hereto subject to
and in accordance with the terms hereof, any works done or executed by the
allottees in the Said Apartment shall be deemed to comprise an integral part of the
Said Apartment, and the allottees shall not be entitled to remove and/or dismantle
the same and/or claim/demand any reimbursements, costs, charges etc. in lieu
thereof.

ix) It is unequivocally agreed and understood that upon termination or cancellation of

this Agreement on the terms stipulated in this Agreement, the Parties hereto shall, if
 42

so determined by the Owner at its sole and absolute discretion, but without
prejudice to the provisions of para/Clause 34.9(vii) hereinabove, execute a deed of
cancellation for the same (such deed being in such form and containing such
particulars and/or covenants and/or stipulations as the Advocate may deem fit and
proper) and register the same with the Registering Authority (“Deed of
Cancellation”), as and when intimated by the Owner, at the cost and expense of the
allottees. In the event the allottees fail or refuse to execute and/or register the Deed
of Cancellation for any reason whatsoever, the allottees shall, in addition to
his/her/their/its liability stated anywhere in this Agreement, be liable and obliged to
and undertake(s) to pay to the Owner an amount equivalent to 10% (ten percent) of
the Total Price together with all costs, expenses, losses, damages etc. as may be
suffered, incurred or sustained by the Owner, each ascertained by the Owner due to
such default of the allottees, with the allottees hereby and hereunder accepting and
confirming that the abovementioned is fair and reasonable, and not in the nature of
any penalty, and thus the allottees accept(s) and confirm(s) the aforesaid, and
covenant(s) and undertake(s) not to set up or raise or make or initiate any claim,
demand etc. contrary thereto. The allottees hereby agree and undertake to do,
execute and perform all such acts, deed and things and sign, execute, deliver and
register (if required) such deeds, documents etc. (in such form and containing such
particulars and/or covenants and/or stipulations as the Advocate may deem fit and
proper), as may be determined by the Owner, all at the cost and expense of the
allottees.

34.10 Additional terms and covenants regarding the Deed of Conveyance

i) After and subject to compliance by the allottees of each of his/her/their/its

obligations to the satisfaction of the Owner including but not limited to receipt by
the Owner of each of the several amounts due and payable by and/or to be
deposited by the allottees (each as ascertained by the Owner), and further subject to
the allottees depositing with and/or making payment to the Owner and/or to the
concerned Governmental Authority of each of the amounts stipulated in this
Agreement including those stipulated in para/Clause 34.10(ii) hereinbelow and
furthermore subject to the allottees not having committed any breach, violation,
contravention etc. of any of the terms and conditions as stipulated herein and as
determined by the Owner, the Owner and the allottees shall take steps to execute in
favour of the allottees, the deed of conveyance, whereby and whereunder the title in
respect of the Said Apartment shall be transferred and conveyed in favour of the
allottees, while the title in respect of the Undivided Share shall be transferred and
conveyed in favour of the Association, such deed of conveyance being in such form
and containing such particulars and/or covenants and/or stipulations as the
Advocate may deem fit and proper (“Conveyance Deed”), on such date as may be
determined by the Owner provided that in the absence of any Applicable Laws, the
Owner shall subject to the aforestated and further unless prevented by a Force
Majeure event, comply with its aforesaid obligation within 3 (three) months from
the date of issuance of the Completion Certificate or within such time period as
may be prescribed under the Act and/or Rules.

ii) In addition to the amounts stated elsewhere in this Agreement, the allottees shall
further be liable and responsible to and hereby and hereunder covenant(s) and
undertake(s) to bear and pay inter alia: (i) the entire stamp duty, registration fees
and other fees, taxes and charges as may be levied from time to time by the
government and/or any other authority(ies) and/or any Governmental Authority on
the aforestated transfer of the Said Apartment and the Undivided Share, including
those applicable/prevailing at the time of registration of the Conveyance Deed; and
(ii) the legal fees as determined by the Owner; and (iii) other related and/or
incidental charges and expenses including but not limited to documentation
charges. Each of such amounts shall be paid/deposited by the allottees to/with the
 43

Owner within the time period prescribed for the same by the Owner in its notice of
demand in respect thereof, and until receipt of the same, the Owner shall be entitled
to, and the allottees hereby and hereunder authorize(s) the Owner to, without any
liability or responsibility, withhold the execution and registration of the
Conveyance Deed. Further, the allottees hereby agree and undertake to indemnify
and keep indemnified each of the Indemnified Parties for/from/against any losses,
claims, damages etc. arising from the aforestated failure on the part of the allottees.

iii) If the allottees fail and/or neglect to comply with each of his/her/their/its
abovementioned obligations, each to the satisfaction of the Owner, as a
consequence whereof the Conveyance Deed cannot be executed and registered on/
within the date notified by the Owner, then without prejudice to the right of the
Owner to terminate this Agreement (such right to be exercised at the sole discretion
of the Owner) whereupon the consequences enumerated in para/Clause 34.9 shall
apply, which the allottees accept and consent to, the allottees shall be solely and
exclusively liable and responsible for such delay and the consequences emanating
therefrom including but not limited to increase in the costs, charges, fees, duties,
expenses etc. payable for/on the execution and registration of the Conveyance Deed
together with any penalties in respect thereof, and in addition to the aforesaid the
allottees agree and undertake to pay to the Owner, as and by way of mutually
agreed pre-determined holding/ carrying charges all the loss and damage which
may be caused/suffered/sustained by the Owner, as ascertained by the Owner,
commencing on and from the expiry of the abovementioned date notified by the
Owner until such time that the Conveyance Deed is executed and registered by the
allottees, on the clear and unequivocal understanding that the aforesaid delay shall
not render the Owner liable or responsible on any ground whatsoever or howsoever.
The allottees accept and confirm that the abovementioned mutually agreed pre-
determined holding/carrying charges are fair and reasonable bearing in mind the
abovementioned default committed by the allottees, and are not in the nature of any
penalty, and the allottees covenant and undertake not to set up or raise or make or
initiate any claim/demand etc. contrary thereto.

34.11 Additional terms and covenants regarding the Common Areas, and the
management, maintenance etc. thereof

i) At such time as the Owner may deem fit and proper (even prior to the formation of
the Association), the Owner shall be entitled to assign/delegate its rights pertaining
to the Common Purposes and/or any part thereof in favour of any third party and/or
to nominate/appoint a Facility Management Entity for undertaking and/or rendering
such of the Common Purposes as may be determined by the Owner at its sole and
absolute discretion, with the Owner having the right and authority to determine at
its sole and absolute discretion inter alia the terms and conditions governing such
appointment, and the allottees agree(s) and undertake(s) not to object to the same
on any ground whatsoever. The allottees further confirm that the allottees shall be
liable to and undertake(s) to make payment of the proportionate amount of the fees
payable to the Facility Management Entity, and further, so long as the Owner or the
Association, as the case may be, themselves render and/or conduct the redention of
the Common Purposes, the allottees confirm(s) that the allottees shall be liable to
and undertake(s) to make payment to the Owner or the Association, as the case may
be, of a proportionate share of the fees/service charges levied by the Owner or the
Association, as the case may be, for the same. The allottees, if so directed by the
Owner or the Association, as the case may be, hereby agree(s) to execute an
agreement with the Facility Management Entity and the Association.

ii) The Owner, and thereafter the Association, and/or the Facility Management Entity,
if so authorized by the Owner and/or the Association, as the case may be, shall be
entitled to exclusively determine and formulate and amend from time to time, the
 44

mode and manner of the redention and/or conduct of the Common Purposes, as also
to determine from time to time the rules and regulations therefor and the
amendments thereto (“Management & Maintenance Rules”), and the allottees
hereby give(s) his/her/their/its unfettered and irrevocable consent to the same, and
agree(s) and undertake(s) that the same shall be binding on the allottees and shall be
deemed to form a part of the covenants running with the land and the Said
Apartment And Properties Appurtenant Thereto, and in any event, by way of
negative covenant, the allottees agree and undertake not to do, execute or perform
any act, deed or thing which is or may be contrary to the Management &
Maintenance Rules.

iii) The quantum of the Maintenance Charges and/or the Common Expenses as also the
proportionate share thereof payable by the allottees shall be determined and
apportioned by the Owner and/or by the Association, as the case may be, and/or by
the Facility Management Entity, if so authorized by the Owner and/or the
Association, as the case may be, and the same shall be final, conclusive and binding
on the allottees, and the allottees consent to the same and shall not object to the
same on any ground whatsoever or howsoever. Further, the statement of account of
apportionment of the Maintenance Charges, the Common Expenses, charges etc. as
prepared by the Owner and/or the Association and/or the Facility Management
Entity, as the case may be, shall be conclusive, final and binding on the allottees,
and in no event shall the allottees claim or demand and/or be entitled to claim or
demand any abatement or reduction or reduction to the same, and any clarifications
sought for by the allottees in respect thereof shall not entitle the allottees to
delay/withhold making payment of the same, and the Owner and/or the Association
and/or the Facility Management Entity, as the case may be, will entertain any such
request from the allottees only subject to the allottees first paying and clearing each
of the amounts as ascertained by the Owner and/or the Association and/or the
Facility Management Entity, as the case may be, as being due and payable by the
allottees.

iv) The allottees admit(s) and acknowledge(s) that the upkeep, administration,
maintenance, management etc. of the Common Areas and the several facilities,
infrastructure, utilities etc. at the Said Premises and/or the Building including the
repairs, replacements, improvements etc. thereof and the redention of the Common
Purposes being for the benefit of inter alia all the Apartment allottees, any
delay/default by the allottees in making payment of any of the amounts in lieu
thereof and/or for the same including the Maintenance Charges and the Common
Expenses and all other amounts stipulated in this Agreement, would adversely
effect the Common Purposes etc. and/or the interest of the Apartment allottees, and
thus the allottees confirm(s) and undertake(s) to make timely payment of the same
and further, that, without prejudice to the other rights of the Owner and/or the
Association, as the case may be, in the event of any default/delay by the allottees in
making timely payment of any of the aforesaid amounts, whether before or after
hand over of the Said Apartment to the allottees and/or execution and registration
of the Conveyance Deed (each subject to the terms hereof), and further without
prejudice to the obligation of the allottees to pay Interest on each of the defaulted/
delayed amounts, if such delay/default shall continue for a period of 60 (sixty)
days, then the allottees authorize(s) each of the Owner and the Association, as the
case may be, to adjust such outstanding amounts from the applicable Deposits if
any then held by the Owner and/or the Association, as the case may be, and further
the allottees shall not be entitled to use/avail of any of the facilities and/or utilities
attached to and/or serving the Said Apartment And Properties Appurtenant Thereto
including but not limited to the Common Areas, and the Owner and/or the
Association and/or the Facility Management Entity, as the case may be, shall be
entitled to and/or shall have the right to and the allottees hereby consent(s) to and
irrevocably authorize(s) and empower(s) each of the Owner, the Association and
the Facility Management Entity (acting jointly and/or severally) to withhold/
 45

disconnect/suspend/withdraw all the utilities and facilities available to the allottees

including those forming a part of the Common Areas and/or those serving/ attached
to the Said Apartment And Properties Appurtenant Thereto including but not
limited to water, electricity, use of lift, generator etc., till such time all the amounts
due and payable by the allottees together with the Interest thereon are received by
the Owner and/or the Association and/or the Facility Management Entity, as the
case may be, to their respective satisfaction, it being clarified that the allottees shall
continue to be liable to pay each of the aforesaid amounts together with the Interest
thereon for the period of such disconnection/suspension/withdrawal as also the
reconnection charges therefor together with such compensation as may be
determined by the Owner and/or the Association and/or the Facility Management
Entity, as the case may be, and the allottees hereby and hereunder give(s) his/her/
their/its unfettered and irrevocable consent to the same. In addition, the Said
Apartment And Properties Appurtenant Thereto together with rents, issues, profits,
etc. accruing therefrom shall be deemed to stand charged and/or attached in favour
of the Owner and/or the Association, as the case may be, for all such amounts
falling due together with the Interest thereon, and thus until receipt of all such
amounts to the satisfaction of the Owner and/or the Association, as the case may be,
the Owner and/or the Association, as the case may be, shall have the right to
receive all the rents, issues, profits, etc. accruing from the Said Flat And Properties
Appurtenant Thereto, and in furtherance of the same, the allottees hereby and
hereunder irrevocably authorize(s) and empower(s) each of the Owner and the
Association (acting jointly and/or severally) to so demand and recover the same
from the allottees and/or the Permitted Transferee, as the case may be, without the
intervention of and/or the requirement of applying for and obtaining any order from
court(s) of competent jurisdiction, and to appropriate the proceeds therefrom
towards adjustment of all the dues, and in pursuance of the same, the allottees
unconditionally consent(s) to the Owner and/or the Association, as the case may be,
taking such steps in this regard as the Owner and/or the Association, as the case
may be, may deem fit and proper. Further, before restoration of the
services/utilities, the allottees shall be liable to and undertake(s) to deposit with the
Owner and/or the Association, as the case may be, such additional interest free
security deposit(s) as the Owner and/or the Association may determine at their
respective sole and absolute discretion, and the allottees hereby consent(s) to the
same. Furthermore, should the allottees default/delay in making payment of any of
the aforesaid amounts for a continuous period of 120 (one hundred and twenty)
days, the Owner shall additionally be entitled to and/or shall have the right, at its
sole and absolute discretion, to exercise its right to terminate this Agreement at its
sole option, whereupon the consequences enumerated in the applicable provisions
of para/Clause 34.9 shall apply, and the allottees accept and consent to the same.

v) It has been agreed and understood between the Parties that in respect of any
Apartment which the Owner has not allotted in favour of any Person, the Owner
will remain liable and responsible to bear and pay the Common Expenses in respect
of such un-allotted Apartment(s) till the same is/are allotted by the Owner provided
that the Owner shall not be liable or responsible to make payment of any Deposits,
Extra Charges etc. in respect of/towards any such un-allotted Apartment(s).

vi) The allottees shall not and undertakes and covenants not to under any circumstance,
raise any claim of and/or claim ownership (exclusive or otherwise) of/to/over any
component or constituent of the Common Areas and/or any absolute or exclusive
right or title or interest therein/thereon/ thereto/thereof, on the clear and
unequivocal understanding that subject to strict compliance of the terms stipulated
in this Agreement, the allottees will only have user rights in respect of the same and
only to the extent required for the beneficial use and enjoyment of the Said
Apartment And Properties Appurtenant Thereto, all in common with the Owner, the
Apartment allottees, the permitted users and occupiers of all the Apartments, the
owners and permitted users/occupiers of the several units/areas/spaces/portions
 46

at/of/comprising the Building and/or the Said Premises, the maintenance staff, the
Other Owners & Occupiers and the Retained Areas’ Owners & Occupiers, in the
manner stipulated by the Owner, subject to compliance of the terms and conditions
governing such use and enjoyment, as also subject to the permanent right of
easement, use and access of the same to/by the Owner and its men, servants, agents
etc., and the allottees have unconditionally accepted the same.

vii) The allottees have been made aware of and has unconditionally agreed and
accepted that simultaneously upon sanction of the Additional Area, all the areas to
be developed as a part of the Additional FAR shall be deemed for form a part and
parcel of and/or comprising a part of the Building and/or the Project.

34.12 Additional terms and covenants regarding defect liability

i) The liability of the Owner to undertake any remedial steps in pursuance/accordance

with para/Clause 12 hereinabove shall arise only in cases where such alleged
defect:

a) is established as having been caused due to the fault of the Owner; and/or

b) has not been caused and/or occasioned, directly and/or indirectly, by/due to
the commission or omission of any act, deed or thing caused/occasioned by
and/or attributable to the allottees and/or any of the contractors, men,
servants, personnel, agents, employees, contractors etc. of the allottees;
and/or

c) has not been caused and/or occasioned, directly and/or indirectly, by/due to
the delay on the part of the allottees in taking timely hand over of the Said
Apartment in the manner stipulated in and subject to the terms of this
Agreement; and/or

d) is not on account of/due to normal wear and tear, accident, misuse etc.; and/or

e) is not any manufacturing or other defect in any branded inputs or fixtures or

services of a third party; and/or

f) does not pertain to:

1) equipments (including but not limited to generators, motors, sewage

treatment plants, transformers and gym equipment) which carry
manufacturer’s guarantees for a limited period; and/or

2) fittings relating to plumbing, sanitary, electrical, hardware, etc. having

natural wear and tear; and/or

3) allowable structural and other deformations including expansion quotient,

and further provided that no steps have been/are taken by the allottees of his/her/
their/its own volition in an endeavour to rectify any such purported defect.

ii) The Owner’s defect liability obligations stated in this Agreement shall also be
subject to the allottees/Association/Facility Management Entity continuing with all
the annual or other maintenance contracts for the equipments, materials etc.
installed/used within the Project and/or the Said Apartment. The allottees also
acknowledges and accepts that non-structural cracks may appear in the external and
internal walls of structures on account of variations in temperature or due to
 47

occurrence of Force Majeure event(s), which shall not be covered under the defect
liability obligations of the Owner.

iii) In the event there is any dispute in relation to any alleged defect or deficiency as
stated aforesaid including determining if the same tantamounts to an alleged defect
in the construction of the Said Apartment and/or in the Apartment Specifications,
the said dispute shall, notwithstanding anything to the contrary contained in this
Agreement, be referred to the Architect, whose decision in respect thereof shall be
final and binding on the Parties.

iv) Subject to the above, in the event the Owner fails to rectify such defects and/or in
cases where such defects cannot be rectified, then and in such an event, the allottees
shall be entitled to receive appropriate compensation in the manner as provided in
the Act read with the Rules.

34.13 Additional and other/further representations, warranties, obligations and

covenants of the Parties

i) The Owner’s representations and warranties are qualified and limited by any
information:

a) disclosed to the allottees by the Owner and/or its representatives; and/or

b) which is otherwise within the knowledge of the allottees.

ii) Subject to any Applicable Laws to the contrary and except as provided in para/
Clause 8 hereinabove, all terms, conditions, representations, warranties and
statements, whether express, implied, written, oral, collateral, statutory or
otherwise, are excluded, and the Owner disclaims all liability in relation to them,
including to the maximum extent permitted by Applicable Laws.

iii) The allottees hereby represent(s) and warrant(s) to the Owner as follows:

a) the execution and delivery of this Agreement and the performance by the
allottees of his/her/their/its obligations hereunder, does not and shall not:

1) conflict with or result in a breach of the terms of any other contract or

commitment to which the allottees is/are a party or by which the
allottees is/are bound; and/or

2) violate the memorandum of association, articles of association or bye-

laws, or any other equivalent organizational/constitutional document of
the allottees (if applicable); and/or

3) conflict with or require any consent or approval under any judgment,

order, writ, decree, permit or license to which the allottees are a party or
by which the allottees are bound; and/or

4) require the consent or approval of any other party to any contract,

instrument or commitment to which the allottees are a party or by
which the allottees are bound;

b) there are no actions, suits or proceedings existing, pending or threatened

against or affecting the allottees before any court or tribunal or arbitrator or
authority or Governmental Authority or administrative body or agency that
could affect or affects the validity or enforceability of this Agreement or that
would affect the ability of the allottees to perform his/ her/their/its obligations
hereunder;
 48

c) the obligations under this Agreement are legal and valid obligations binding
on the allottees and enforceable against the allottees in accordance with the
terms hereof;

d) the entry by the allottees into this Agreement, and the performance and
compliance with his/her/their/its obligations under or in connection with this
Agreement or any other document entered into, under or in connection with
this Agreement, will constitute, private and commercial acts, done and
performed for private and commercial purposes;

e) the allottees has and shall continue to have adequate financial and other
resources for acquiring the rights and permission over and in respect of the
Said Apartment and the Car Parking Space, if any, of the nature and in the
manner stipulated herein and/or to meet and comply with all his/her/their/its
obligations under this Agreement, punctually and in a timely manner, and the
allottees has not used and shall not use ‘proceeds of crime’, as defined under
the Prevention of Money Laundering Act, 2002, for making any payments
hereunder and/or in pursuance hereof;

f) the allottees shall observe, perform, fulfil and comply with all the terms,
conditions, covenants, stipulations, restrictions and obligations as stipulated
in this Agreement to be performed by the allottees as covenants running with
the land and the Said Apartment And Properties Appurtenant Thereto;

g) the allottees is and shall continue to be in compliance of/with all Applicable

Laws, and further the allottees shall be solely liable and responsible for
compliance of the provisions of the Indian Stamp Act, 1899 and the
Registration Act, 1908 (each as amended from time to time), including any
actions taken by and/or deficiencies/penalties imposed by the concerned
competent authority(ies)/Governmental Authority(ies).

iv) The allottees hereby agree, acknowledge, covenant and undertake to the Owner, as
follows:-

a) to use and/or permit the Said Apartment and every part thereof to be used/
applied only for residential purpose, and not to use and/or permit the same to
be used/applied, directly and/or indirectly, for any other purpose and/or for
any illegal/ unlawful/immoral purpose/activity and/or for/as a boarding house,
office, professional chamber, guest house, club, hospital, nursing home,
clinic, dispensary, amusement or entertainment centre, restaurant, eating or
catering place, a meeting place, whether for political meetings or otherwise,
conferences/conference hall, business centre, hall, place of worship and/or for
any religious activities and/or for any business and/or manufacturing/
industrial activities and/or for any commercial purposes/activities and/or for
any categories of business activities of non-residential nature permitted to be
carried out in residential buildings under any Applicable Laws, and further
not to convert/apply for conversion of the nature/user of the Said Apartment
and/or for any license to use the Said Apartment for any of the purposes
stated hereinabove including but not limited to, for any direct or indirect
commercial, semi-commercial use etc.;

b) not to use or permit the Said Apartment or any part thereof to be used,
directly and/or indirectly, for any purpose which may or is likely to cause
nuisance or annoyance to the other Apartment allottees and/or to the users/
occupiers of the other Apartments and/or to the owners/users/occupiers of the
other portions of the Building and/or the Said Premises and/or the
 49

adjoining/neighbouring premises and/or to the Retained Areas’ Owners &

Occupiers and/or to the Other Owners & Occupiers;

c) not to partition and/or sub-divide and/or damage and/or demolish the Said
Apartment and/or the Car Parking Space (if any) and/or any part or portion
thereof;

d) the Undivided Share shall always and at all times remain undivided,
impartible and variable, and not to, at any time, make or claim, partition or
division of the same or any part thereof on any ground whatsoever or
howsoever;

e) not to keep or store or operate in or allow to be kept or stored or operated in

or bring into/upon or allow to be brought into/upon the Said Apartment
and/or the Car Parking Space (if any) and/or any of the Common Areas
and/or any part or portion of the Said Premises and/or the Building, any
goods, articles, machines etc., which in the opinion of the Owner, are
hazardous and/or combustible and/or offensive and/or obnoxious and/or
dangerous (save and except LPG gas cylinders for domestic use as may be
permitted under applicable laws) and/or which are heavy and/or can affect or
endanger or damage the structure and/or stability of the Building and/or any
part or portion thereof and/or any fittings or fixtures thereof including the
windows, doors, floors, outer walls of any Apartment, beams, pillars, lifts,
staircases etc., such opinion of the Owner being final and binding on the
allottees;

f) not to do or cause or permit anything to be done or be a party to any act or

deed in or around the Said Apartment and/or the Car Parking Space (if any
allotted) and/or the Said Premises which in the opinion of the Owner may
inter alia cause or tend to cause or tantamount to cause or affect or damage
any part or portion of the Building including the floor(s) and/or ceiling(s) of
the Said Apartment and/or of any other Apartment or in any manner interfere
with the use or enjoyment of any of the other Apartments and/or any part or
portion of the Common Areas and/or any part or portion of the Retained
Areas, such opinion of the Owner being final and binding on the allottees;

g) not to hang from or attach to the beams or rafters of any part or portion of the
Said Apartment and/or the Building, any article(s) or machinery(ies) which in
the opinion of the Owner are heavy or are likely to effect or endanger or
damage the structure and/or stability and/or the construction of the Building
or any part thereof, such opinion of the Owner being final and binding on the
allottees;

h) not to fix or install in the Said Apartment, air conditioner(s) other than split/
package air conditioner(s), and further each of such air-conditioner(s) and the
unit(s) thereof (both indoor and outdoor) shall be fixed/installed only at such
place(s) which have been specified by the Owner for the same;

i) not to tamper/alter/change or cause/permit any tampering or alteration or

change with/in/of/to the electrical points at any part or portion of the Said
Apartment including but not limited to at the Balcony/Verandah and/or the
Open Terrace, if any, and/or the Store Room, if any, and further not to
permit/cause any overloading of the electrical points;

j) not to do any act, deed or thing which may in any manner whatsoever
obstruct/impede/restrict/hinder the construction and/or development and/or
completion and/or transfer/alienation by the Owner of any part or portion of
the Said Premises, including but not limited to, the Apartments and/or the
 50

Building and/or the Retained Areas and/or any further and/or additional
constructions, alterations etc. at/to the Said Premises and/or the Building
and/or any Apartment etc. and the works related thereto notwithstanding any
variation/diminishment in the Undivided Share and/or any disruption/
hindrance/impediment in the enjoyment of the Said Apartment And
Properties Appurtenant thereto by the allottees;

k) not to affix or change or alter the design or the placement of any of the
window(s) and/or door(s) of the Said Apartment including the main door, and
further not make or alter or change or relocate any window(s), light
opening(s), door(s), path(s), passage(s), drain(s), pipe(s), conduit(s), cable(s),
fittings, fixtures etc. in/serving/attached to any part or portion of the Said
Apartment and/or the Car Parking Space (if any) and/or the Building and/or
the Said Premises, and further not to make any encroachment(s) or
easement(s) in/into/upon any part or portion of the Said Apartment and/or the
Car Parking Space (if any) and/or the Building and/or the Said Premises;

l) not to raise the floor level of the Said Apartment, and furthermore not to do
any act, deed or thing which may increase/cause to increase the total load
of/on the floor of the Said Apartment;

m) not to block up or darken or obstruct or obscure or cover up any of the

windows and/or lights of/at the Said Apartment, and further not to cover or
obstruct any ventilating shafts and/or inlets and/or outlets;

n) not to install or fix grills, shades, awnings, window guards, ventilators etc.
and/or alter those if any already installed/fixed, without the prior written
consent of the Owner;

o) to be and remain solely responsible for the safety and security of the Said
Apartment And Properties Appurtenant Thereto and the permissible goods/
articles lying therein/thereat, if any, and to get the same insured at his/her/
their/its own cost including against damage by fire, riot, explosion,
earthquake, strike, storm, tempest, floods, wars, accidents, malicious damage,
civil commotion etc.;

p) not to make and/or carry out any modifications and/or additions and/or
alterations and/or improvements of any nature whatsoever or howsoever,
structural or otherwise, in/to any part or portion of the Said Apartment and/or
the Car Parking Space (if any) including to the beams, columns, partition
walls, load bearing walls etc., and further not to withdraw any support;

q) to maintain the limited fire fighting equipment(s) and system(s) as provided

by the Owner, and not to cover the fire and/or the heat sensors, sprinklers,
etc., if any installed at/within the Said Apartment, and further to comply with
and adhere to/with all the laws, rules and guidelines (as amended from time to
time) pertaining to fire safety including by installation of all necessary, proper
and adequate fire fighting, fire protection equipment(s), fire detection and
smoke extraction systems amongst others at/within the Said Apartment, and
the allottees shall be and remain solely liable and responsible for strict and
prompt adherence to and compliance with all laws, rules, guidelines,
regulations etc., as amended from time to time, pertaining to fire safety and
protections etc. as also for any violation thereof, and the allottees shall keep
each of the Indemnified Parties and each of the permitted users and occupiers
of all the Apartments, the owners and permitted users/occupiers of the several
units/areas/spaces/portions at/of/comprising the Building and/or the Said
Premises, the Retained Areas’ Owners & Occupiers and the users and
 51

occupiers of the adjoining/neighbouring premises fully safe, harmless and

indemnified in respect thereof;

r) to keep the Said Apartment And Properties Appurtenant Thereto in a good

state of preservation and cleanliness, and at all times to keep the interior
walls, fittings, fixtures, appurtenances, floors, ceilings, sewerage, drainage,
plumbing etc. in perfect condition and repair, and further to keep each of the
Indemnified Parties, the permitted users and occupiers of all the Apartments,
the owners and the permitted users/occupiers of the several units/areas/
spaces/portions at/of/comprising the Building and/or the Said Premises and
the Retained Areas’ Owners & Occupiers fully safe, harmless and
indemnified from and against inter alia the consequences of any damage etc.
arising therefrom;

s) to carry out any permitted interior works and/or any permitted repairs and
maintenance works and/or any other permitted works inside the Said
Apartment only during such working hours and only on such working days as
stipulated by the Owner and/or as laid down in the Management &
Maintenance Rules and/or in terms of the fit-out mandates/rules formulated
by the Owner and/or by the Association, as the case may be, and the allottees
shall ensure that any repair and/or maintenance and/or other works do not
cause any manner of annoyance and/or nuisance to the other users/ occupants
of the Building and/or the Said Premises and/or of the adjoining/
neighbouring premises and/or to the Retained Areas’ Owners & Occupiers
and/or to the Other Owners & Occupiers, and in the event of violation of any
of the above, the Owner and/or the Association, as the case may be, and the
Facility Management Entity shall be entitled to forthwith stop the same
without any liability, at the cost and expense of the allottees

t) after execution of the Conveyance Deed, all repairs and maintenance of any
kind as may be desired by the allottees inside the Said Apartment shall be
carried out only by persons authorized or provided by the Owner and/or the
Association and/or the Facilities Management Entity, as the case may be, and
the allottees shall be liable to pay and bear such amounts that the Owner
and/or the Association and/or the Facilities Management Entity, as the case
may be, may reasonably determine from time to time towards their charges
for administration of such repair works;

u) not to hang/put out/dry any linen/clothes in or upon the windows and/or any
part or the portion of the Balcony/Verandah and/or the Open Terrace, if any,
and/or the Store Room, if any, and/or any other part or portion of the Said
Apartment such that the same be visible from the outside and/or to outsiders,
and further not to throw anything from any floor, window, the
Balcony/Verandah, the Open Terrace, if any, the Store Room, if any, etc. and
furthermore not to place any goods, articles, things etc. upon any of the
window sills of the Building;

v) not to throw or accumulate or cause to be thrown or accumulated any dirt,

rubbish or other refuse within/at the Said Apartment and/or in/at any part or
portion of the Said Premises and/or the Building and/or in/at any of the areas
comprising the Common Areas, save at the places indicated therefor by the
Owner and/or the Association, as the case may be;

w)     not to slaughter or permit to be slaughtered any animals at/within any part or
portion of the Said Apartment and/or the Car Parking Space (if any) and/or
the Building and/or the Said Premises on any religious occasion or otherwise,
and further not to do or execute or permit to be done or executed any act,
deed or thing which may hurt or injure or cause provocation of the sentiments
 52

and/or feelings (religious or otherwise) of any of the users and/or occupiers of

the Apartments and/or the owners/users/occupiers of the several units/areas/
spaces/portions at/of/comprising the Building and/or the Said Premises and/or
the Retained Areas’ Owners & Occupiers, and/or cause disharmony amongst
them;

x) not to ever close or permit the closing of the Balcony/Verandah, the Open
Terrace, if any, the lounges, lobbies, passages, corridors, any of the open
areas including those comprised in the Said Apartment and/or comprising the
Common Areas etc., with grills or otherwise, and to at all times keep the same
in the same manner as intended and/or constructed and/or delivered by the
Owner, and further not to make any construction thereon;

y) not to alter the elevation and/or the outside colour scheme of or decorate in
any manner whatsoever, the exposed/external walls of the Building, the Said
Apartment, the Balcony/Verandah, the Open Terrace, if any, the Store Room,
if any, the lounges, passages, corridors, any of the areas comprising the
Common Areas etc. and/or any external walls and/or both the faces of the
external doors and windows of the Said Apartment, which in the opinion of
the Owner inter alia differs from and/or is in deviation from and/or may
effect the colour scheme of the Building and/or the elevation thereof, such
opinion of the Owner and/or the Association, as the case may be, being final
and binding on the allottees;

z) not to make/permit any changes in/to the signage of the Building and/or the
Said Premises as installed by the Owner, and further not to install any
monogram etc. at any part or portion of any of the external walls including
those of the Building and/or the Said Premises;

aa) not to make/permit any changes in/to any of the entrance lobbies of the
Building and/or the entrance of/to the Said Apartment including but not
limited to by changing/replacing the main door, installing any collapsible
gate, shutter etc.;

bb)    not to use or permit to be used the lifts for the purpose of carting pets,
furniture, fixtures, fittings, equipments, goods, articles etc.;

cc) not to allow or use any cable, internet or other service providers save and
except such service providers who have been selected or designated by the
Owner or the Association, as the case may be;

dd) to co-operate with and assist in all manner, the Owner and/or the Association
and/or the Facility Management Entity, as the case may be, in the
management, maintenance, upkeep and administration of the Said Premises,
the Building and the Common Areas and in carrying out their day to day
activities and in the redention of the Common Purposes and all activities
related thereto, and not to object to/oppose any decision taken by the Owner
and/or the Association and/or the Facility Management Entity, and in
particular, to abide by, comply with, observe and/or perform, as the case may
be, inter alia all the applicable laws, terms, conditions, rules and regulations
regarding usage, operation etc. of the Common Areas, water, electricity,
drainage, sewerage, lifts, tube wells, generator and all other installations
and/or amenities in/at the Building and/or the Project including without
limitation those under the statute(s)/applicable laws governing fire and the
rules made thereunder as amended from time to time, and the allottees shall
indemnify and keep each of the Indemnified Parties, the Association and the
Facility Management Entity safe, harmless and indemnified from and against
all losses, damages, costs, claims, demands, actions, proceedings etc. in
 53

respect thereof including but not limited those which the Indemnified Parties
and/or the Association and/or the Facility Management Entity may suffer or
incur or sustain due to any failure, non-adherence, non-compliance, non-
observance, non-performance, default or negligence on the part of the
allottees;

ee) to assist the Owner in all matters pertaining to the Association and all
activities related thereto including for the formation thereof if required, as
also for the purpose of inducting and/or making the allottees a member
thereof, and to strictly observe and abide by the Management & Maintenance
Rules as also all the rules and regulations that may be framed/ formulated
and/or amended from time to time by the Owner, and thereafter by the
Association, and without prejudice to the other rights of the Owner, to pay all
the penalties levied/stipulated for non-observance of and/or non-compliance
with the same;

ff) not to form with the other users, occupiers etc. of the Apartments and/or of
the several units/areas/spaces comprising the Building and/or with the
Retained Areas’ Owners & Occupiers, any association/holding organization
other than the Association, and further not to become a member of any
association and/or association of persons and/or firm and/or holding
organization and/or any entity, for any purpose/matter related/pertaining
directly and/or indirectly to the Building and/or the Said Premises and/or for
the purpose of maintenance, management, upkeep, administration etc. of the
Building and/or the Said Premises, and if any such organization/company/
firm/association/other entity etc., be formed, the same shall not be recognized
by the Owner or the Association;

gg) to allow, without raising any objection, the Owner and/or the Association
and/or the Facility Management Entity, as the case may be, and/or their
respective representatives, with or without workmen, to access and/or enter
into the Said Apartment and/or the Car Parking Space (if any) and/or the
Store Room (if any) and/or any of the Common Areas inter alia, for the
purpose of maintenance, repairs, re-building etc. and for keeping in good
order and condition, the electrical lines, the air-conditioning lines, the water
lines, the pipe lines, sewage lines, storm water lines/storm water pits,
plumbing systems etc. and/or any and/or all other elements amongst others;
hh) on and from the Outgoings Payment Commencement Date, to regularly and
punctually pay every month and month by month the Common Expenses at
such rates as may be decided, determined and apportioned by the Owner
and/or the Association and/or the Facility Management Entity and/or the
concerned authorities, as the case may be, each in terms of the bills raised by
the aforestated entities;

ii) to regularly and punctually pay the entirety of the Outgoings in or relating to
the Said Apartment And Properties Appurtenant Thereto as per the bills
raised by the Owner and/or the Association and/or the Facility Management
Entity and/or the concerned authorities, as the case may be;

jj) to pay/make such further Deposits and/or other deposits as and when called
upon by the Owner and/or the Association, as the case may be, and further to
make good and pay to the Owner and/or to the Association, as the case may
be, all such amounts which may have been deducted/adjusted/paid towards
any amount due and payable by the allottees and/or to replenish any shortfalls
caused on account of the allottees, and to furthermore deposit with the Owner
and/or the Association, as the case may be, such further amounts as may be
determined by the Owner and/or the Association, as the case may be;
 54

kk) not to use the Car Parking Space, if any, for any purpose other than for the
parking of private medium sized car(s) owned by the allottees within the
space comprising the same;

ll) not to use/apply the Car Parking Space, if any, for any categories of business
activities of non-residential nature permitted to be carried out in residential
buildings under any Applicable Laws, and further not to convert/apply for
conversion of the nature/user of the same and/or for any license to use the
same for any of the purposes stated hereinabove;

mm) not to partition the Car Parking Space, if any, in any manner, and further not
to raise or put up or make thereon/thereat and/or at/on any part thereof any
kutcha or pucca structure(s) of any nature whatsoever and/or any grilled
wall(s) or enclosure(s), and to always keep the Car Parking Space, if any,
open, and not to permit any Person to dwell/stay/reside thereat, and further
not to store/keep any goods, furniture, articles etc. therein/thereat;

nn) not to transfer and/or alienate and/or deal with and/or grant any manner of
right in, over or in respect of the Car Parking Space (if any) separately or
independently or devoid of the Said Apartment and/or by way of a separate
space to anyone provided that any such alienation/transfer shall at all times be
subject to the terms stipulated in this Agreement and/or the Conveyance
Deed, as the case may be;

oo) not to claim any right to use any car/vehicle parking space and/or to park
cars/vehicles at any part or portion of the Building and/or the Said Premises
unless specific written permission is granted by the Owner;

pp) not to park or allow any car/vehicle to be parked on/in the passages(s) and/or
the pathway(s) and/or the open space(s) of/at the Building and/or the Said
Premises and/or at any other portions of/at the Building and/or the Said
Premises save and except at the Car Parking Space, if any, and to use the
passages(s), pathway(s), open spaces etc. only in the manner as may be
determined by the Owner;

qq) not to use the Store Room, if any, for any purpose other than for storing
permitted goods, materials and articles belonging to the allottees;

rr) to use the common toilet (as earmarked, identified and designated by the
Owner) having access from the Store Room in common with such other
Apartment allottees(s) as identified by the Owner;

ss) not to use/apply the Store Room, if any, for any categories of business
activities of non-residential nature permitted to be carried out in residential
buildings under any Applicable Laws, and further not to convert/apply for
conversion of the nature/user of the same and/or for any license to use the
same for any of the purposes stated hereinabove;

tt) not to partition the Store Room, if any, in any manner;

uu) not to transfer and/or alienate and/or deal with and/or grant any manner of
right in, over or in respect of the Store Room (if any) separately or
independently or devoid of the Said Apartment and/or by way of a separate
space to anyone provided that any such alienation/transfer shall at all times be
subject to the terms stipulated in this Agreement and/or the Conveyance
Deed, as the case may be;
 55

vv) not to claim any right to use any Store Room unless specific written
permission is granted by the Owner;

ww) not to block any area(s) and/or passage(s) including those comprising the
Common Areas;

xx) to use the Common Areas in common with the Owner, the Apartment
allottees, the permitted users and occupiers of all the Apartments, the owners
and permitted users/occupiers of the several units/ areas/spaces/portions at/of/
comprising the Building and/or the Said Premises, the management staff, the
Retained Areas’ Owners & Occupiers and the Other Owners & Occupiers, as
may be determined by the Owner at its sole and absolute discretion, and only
for the limited purpose for which the same are designated/identified by the
Owner, and not to damage, destroy, disfigure any part or portion of the
Common Areas and/or any of the utilities and/or facilities and/or
infrastructure or use or employ such areas, facilities, utilities etc. in any
manner not intended to be used or employed, and further not to do any act,
deed or thing which may in any manner prevent and/or restrict the rights and
liberties of the Owner and/or of the other users/occupiers, it being clarified
that the allottees and/or the contractors, men, personnel, employees, servants,
agents etc. of the allottees shall not be entitled to access any of the areas of
the Building and/or the Said Premises including but not limited to the
roof/ultimate roof, the lift machine room, the electric transformer room, the
electric meter room, the generator set and/or any of the Common Areas
and/or such other areas/facilities as may be identified from time to time by the
Owner and/or the Association, as the case may be;

yy) to use only such routes of entry into and/or exit from the Said Premises and/or
the Building as specified by the Owner;

zz) not to affix or draw any wires, cables, pipes etc. from or to or though any of
the areas and/or corridors including but not limited to the Common Areas, the
outside walls of the Building, any part or portion of the Said Premises and/or
the other Apartments/areas/spaces save as specifically permitted in writing by
the Owner, and further not to alter or change or permit any alteration(s) or
change(s) in the pipes, conduits, cables and/or other fixtures, fittings etc.
serving any of the Apartments and/or the Building;

aaa) not to keep/place/leave or permit to be kept/placed/left outside the Said

Apartment and/or in/at any part or portion of the Car Parking Space, if any,
and/or the Said Premises and/or in/at the Building and/or in/at the lobbies,
corridors, passages, staircases, landings, and/or in/at any of the areas/
facilities comprising the Common Areas etc., any packages, boxes, crates,
containers etc. of any description, parcel of goods or articles, sitting stools
etc., even temporarily or for a short period of time;

bbb) not to permit any driver, domestic help, servant, agent, personnel, employee,
staff etc. and/or any other person employed by the allottees to sleep and/or
squat and/or loiter around in/at any part or portion of the Building and/or the
Said Premises;

ccc) not to put, affix, stick etc. any signboard(s), signage(s), glow sign(s), name
plate(s), bill(s), notice(s), advertisement(s), hoarding(s) etc. to/at any part or
portion of the Building and/or the Said Premises including at any of the
areas/facilities comprising the Common Areas and/or to/at any part or portion
of the exposed/outside walls, doors, external façade, windows etc. of the Said
Apartment and/or the Car Parking Space, if any, save and except displaying a
 56

small decent name plate at the location specified for the same by the Owner
outside the main door of the Said Apartment;

ddd) not to affix, install, attach, hang etc. any aerial/antenna/satellite dishes to/
from any part or portion of the roof/ultimate roof of the Building and/or the
balcony(ies)/verandah(s) and/or the Open Terrace, if any, and/or the Store
Room, if any, and/or the open areas and/or the open terrace areas that may be
a part of any Apartment and/or its windows etc. and/or to/from any part or
portion of the Building and/or the Said Apartment and/or the Car Parking
Space, if any;

eee) to use only such power/generator back-up as allocated by the Owner to the
Said Apartment, and not to demand/claim any further/additional power/
generator back-up on any ground whatsoever or howsoever;

fff) to ensure that all the employees, servants, domestic help, drivers, personnel,
visitors, agents, contractors etc. of the allottees strictly abide by the rules
framed/amended from time to time by the Owner and/or by the Association
and/or by the Facility Management Entity including the Management &
Maintenance Rules, as also the instructions issued from time to time for
enforcing security, maintenance etc., and further to ensure that none of the
aforestated persons in any manner deface, vandalise or bring to disrepute the
Project;

ggg) the Owner and/or the Association, as the case may be, shall be entitled to take
such steps as they may respectively deem fit and proper in the interest of
preserving the aesthetics of the Building and/or the Said Premises including
but not limited to the external façade of each of the above;

hhh) the Owner and/or the associates/affiliates of the Owner shall have the right in
perpetuity to put up signages and/or hoardings and/or neon signs and/or
advertisements at the Building including at/on the main gate, the roof, walls,
lifts etc. of the Building as the Owner may deem fit and proper, and inter alia
for such purpose, the Owner shall be entitled to access and use all the
Common Areas provided that the maintenance costs of such displays/signages
etc. shall be borne and paid by the Owner and/or by the associates/affiliates of
the Owner;

iii) on and from the Outgoings Payment Commencement Date, the allottees shall
be liable to bear and pay the proportionate share of the municipal rates and
taxes in respect of the Said Premises as determined by the Owner, and,
further, in the event of there being any enhancement to/in the rates and taxes
due to any act, deed or thing done or carried out or executed by/at the
instructions of the allottees, such enhancement shall be paid and borne
exclusively by the allottees in addition to and over and above the aforesaid
rates and taxes;

jjj) not to amalgamate/join/consolidate/connect the Said Apartment with any

other Apartment and/or space and/or area within the Building in any manner
whatsoever or howsoever even if the allottees has been allotted by way of a
written instrument any further/other Apartments and/or spaces/areas which
are adjacent to and/or adjoining the Said Apartment;

kkk) not to amalgamate/join/consolidate/connect the Car Parking Space, if any,

with any car parking space and/or any other space and/or area within the
Building in any manner whatsoever or howsoever even if the allottees has
been allotted by way of a written instrument any further/other car parking
 57

spaces and/or spaces/areas which are adjacent to and/or adjoining the Car
Parking Space;

lll) not to amalgamate/join/consolidate/connect the Open Terrace, if any, with

any other open terrace or space and/or any other space and/or area within the
Building in any manner whatsoever or howsoever including with such open
terraces and/or open areas which are adjacent to and/or adjoining the Said
Apartment and/or the Open Terrace, if any;

mmm) to comply with all notices, orders and requisitions of the local and/or
municipal authorities and/or the Competent Authority and/or all the other
concerned authorities including those which may be required to be complied
with by the Owner and/or the allottees in respect of the Said Apartment And
Properties Appurtenant Thereto or any part thereof, all at his/her/their/its own
cost and liability;

nnn) not to claim any right of pre-emption or otherwise in respect of any other
Apartment and/or any part or portion and/or areas/spaces etc. at/of the
Building and/or the Said Premises and/or the Common Areas and/or the
Retained Areas, and the allottees confirm(s) and undertake(s) that the
allottees neither has nor shall claim any such right of pre-emption;

ooo) not to at any time make or claim or bring any action or claim for partition or
division on any ground whatsoever of any part or portion of the Said
Premises and/or the Building and/or the Said Apartment and/or the
Undivided Share and/or any of the areas/portions comprising the Common
Areas;

ppp) to exercise all precautions and care and take all steps as may be necessary
and/or expedient to prevent the commission of any offence including under
any Applicable Laws and/or any statutory law or otherwise, and to keep each
of the Indemnified Parties and each of the Apartment allottees, the permitted
users and occupiers of all the Apartments and the owners and permitted
users/occupiers of the several units/areas/spaces/portions at/of/comprising the
Building and/or the Said Premises and the Retained Areas’ Owners &
Occupiers safe, harmless and indemnified in respect thereof;

qqq) not to claim any right of user or common use or any other right of any nature
whatsoever or howsoever over/in respect of any part or portion of the
Retained Areas and/or such areas which are under the exclusive ownership
and/or control and/or use and/or possession of the Owner, and/or any part or
portion of the Appurtenant Property, and the Owner shall have the absolute
and unfettered right and authority in perpetuity to deal with and/or dispose of
and/or to use etc. and/or permit the user etc. of any part or portion of the
Retained Areas (save those in respect whereof the Owner has by way of a
written instrument already granted a right in favour of a third party and/or the
allottees) and/or any part or portion of the Appurtenant Property, for any
purpose whatsoever or howsoever, each in such a manner and in favour of
such Person(s) as the Owner may deem fit and proper at its sole and absolute
discretion, in lieu of consideration to be exclusively determined, collected and
appropriated only by the Owner (which shall absolutely belong to the
Owner), and on such terms and conditions as the Owner may deem fit and
proper, and the interest of the allottees and the Association shall be subject to
such right of the Owner, and neither the allottees nor the Association shall
object to the same in any manner or on any ground whatsoever; and

rrr) to co-operate with and assist the Owner in applying for and obtaining
apportionment and separation in the records of The Kolkata Municipal
 58

Corporation in respect of the municipal rates and taxes payable by the

allottees, and to sign, execute and deliver all such deeds, documents etc. as
also to make payment of such fees, costs, charges etc. in respect thereof as
determined by the Owner from time to time, and within 30 (thirty) days from
the date of such apportionment and separation, to apply for and obtain, at his/
her/their/its own cost and expense, mutation in the records of the Kolkata
Municipal Corporation in the name of the allottees in respect of the Said
Apartment, and to be and remain liable and responsible for all the
consequences, penalties etc. emanating and/or resulting and/or arising from
any delay and/or default in complying with the aforesaid, and thus keep each
of the Indemnified Parties, the Association, the Apartment allottees and the
Retained Areas’ Owners & Occupiers safe, harmless and indemnified in
respect thereof.

v) The allottees hereby further agree and confirm that each of the covenants,
restrictions and obligations undertaken and covenanted to be observed and fulfilled
by the allottees under these presents including those stipulated hereinabove shall
deemed to be covenants running with the land and/or with the Said Apartment And
Properties Appurtenant Thereto, and even upon formation of the Association, the
same shall not under any circumstances be changed and/or modified and/or
amended and/or diluted, and the allottees hereby give(s) their unfettered and
irrevocable consent to each of the aforesaid, and agree(s), undertake(s) and
covenant(s) that the same shall be binding on the allottees.

vi) The allottees further admit(s) and acknowledge(s) that the Owner considers each of
the representations, warranties, admissions, acknowledgements, covenants and
undertakings made/given by the allottees to be an important and inseparable part of
this Agreement, and the Owner has entered into this Agreement in reliance thereof.

34.14 Additional terms and covenants regarding the right of the Owner to create
charge/mortgage

i) Notwithstanding anything contained herein, by the execution of this Agreement the

allottees have provided and hereby and hereunder confirm(s) his/her/its/their
consent to the Owner to/for the creation of any mortgage, security, charge or other
Encumbrances over and in respect of the Said Premises and/or the Building and/or
any part or portion thereof in favour of any bank and/or financial institution
providing loan and/or financial assistance to the Owner for the purpose of
development of the Project provided that no such mortgage, security, charge or
other Encumbrances shall in any manner affect the right, title and interest of the
allottees. For the avoidance of any doubt it is clarified that this Agreement by itself
shall be treated as the written consent of the allottees for creation of charge/
mortgage over any part or portion of the Said Premises and/or the Building, and no
separate consent of the allottees shall be required for the said purpose.

ii) The Owner undertakes to cause the said bank(s)/financial institution(s) to: (a) issue,
if necessary, a no-objection letter in favour of the allottees to enable the allottees to
take a home loan from any bank or financial institution for financing the purchase
of the Said Apartment; and (b) upon receipt by the Owner from the allottees (to the
complete satisfaction of the Owner), of the full payment and/or deposit, as the case
may be, of all sums, amounts etc. payable/to be deposited by the allottees in terms
of this Agreement, before execution of the Conveyance Deed in favour of the
allottees, subject to the terms of this Agreement, the Owner shall cause the
mortgage, security, charge or other Encumbrances, if any created by the Owner
over and in respect of the Said Apartment And Properties Appurtenant Thereto, to
be discharged and/or released.
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34.15 Terms and covenants regarding loans against the Said Apartment

i) For availing a home loan for the purpose of making payment of the Total Price and
the other amounts to be paid by the allottees to the Owner in terms of this
Agreement, the allottees shall be entitled to approach only a bank and/or financial
institution and no other party/entity/private lender, and in the event of any bank/
financial institution agreeing to make available such finance and/or home loan, the
Owner shall issue a no-objection for the creation of a charge over and in respect of
the Said Apartment on the express condition that the amount to be provided by such
bank/financial institution shall be applied only for making payment of the Total
Price and the other amounts in terms of this Agreement, and only after a written
undertaking recording the same is furnished by the allottees to such bank and/or
financial institution with a copy to the Owner.

ii) It shall be the sole and exclusive responsibility and liability of the allottees to
ensure timely payment of the Total Price and each of the amounts payable
hereunder notwithstanding any loan availed of by the allottees. The Owner shall not
be liable or responsible for the repayment of any such loan taken by the allottees
from any bank/financial institution, and the allottees shall keep each of the
Indemnified Parties safe, harmless and indemnified in respect thereof including but
not limited to all claims, costs, charges, liabilities, expenses, damages and losses
which may be made on any of the Indemnified Parties and/or which any of the
Indemnified Parties may suffer or incur or be exposed to by reason of any action
that such bank/ financial institution may initiate on account of such loan and/or for
the recovery of the loan amount and/or any part thereof and/or on account of any
breach by the allottees of the terms and conditions governing the said loan.

iii) All the costs, expenses etc. in connection with the procurement of such loan and
creation of mortgage of the Said Apartment and further payment of fees, charges
etc. to the bank/financial institution shall be solely and exclusively borne and
incurred by the allottees, and the allottees shall keep each of the Indemnified Parties
safe, harmless and indemnified in respect thereof. Notwithstanding the provisions
hereof and/or the terms of/governing the loan, if any taken by the allottees, it is
clarified that until all the amounts including the Total Price, the Deposits, the Extra
Charges, the Common Expenses, the applicable Outgoings and all/any other
charges, costs, expenses, penalties etc., as ascertained by the Owner, are paid by the
allottees to the satisfaction of the Owner, the Owner shall have a first lien/charge on
the Said Apartment to which the allottees shall have no objection to, and the
allottees hereby waive(s) his/her/its/their right to raise any objection in that regard,
and it shall be liability and responsibility of the allottees to intimate the concerned
bank/financial institution of such right of the Owner.

iv) The allottees hereby expressly agree(s) that so long as the aforesaid loan remains
unpaid/outstanding, the allottees shall, subject to the terms of this Agreement, not
sell, transfer, let out, assign or deal with any part or portion of the Said Apartment
And Properties Appurtenant Thereto in any manner whatsoever without obtaining
the prior written permission of the Owner and the concerned bank/financial
institution. The Owner shall not be liable for any direct and/or indirect act of
commission or omission by/of the allottees and/or by/of any of the contractors,
men, servants, agents, personnel, employees etc. of the allottees, which are/may be
contrary to the terms and conditions governing the loan and/or the disbursement
thereof. It shall be the responsibility of the allottees to inform the Association about
the lien/charge of such bank/financial institution, and the Owner shall not be liable
or responsible for the same in any manner whatsoever or howsoever.

v) In the event of termination of this Agreement due to any reason and/or on any
ground whatsoever or howsoever, then without prejudice to its other rights
 60

stipulated herein, the Owner shall, after deducting such amounts as may be
applicable in accordance with the terms and conditions of this Agreement, refund to
such bank/financial institution the balance amounts, if any, and simultaneously
upon/with the tender thereof by the Owner (notwithstanding the encashment thereof
by the concerned party) and/or intimation by the Owner to such bank/ financial
institution of the factum of not holding any funds to the account of the allottees, the
charge/any manner of claim of such bank/financial institution and the allottees on
the Said Apartment shall automatically stand released/cancelled/terminated for all
intents and purposes, and neither such bank/financial institution nor the allottees
shall have any manner of claim or demand or action against the Owner and/or in
respect of/over any part or portion of the Said Apartment And Properties
Appurtenant Thereto. The allottees hereby unconditionally and irrevocably
subrogate(s) his/her/their/its right to receive any amount from/payable by the
Owner to such bank/financial institution in the event of cancellation/ termination of
this Agreement on any ground whatsoever, and further confirm(s) that the act of the
Owner of tendering payment to such bank/financial institution (if any ascertained as
due and payable by the Owner) and/or intimating the bank/financial institution as
stated hereinabove, shall amount to a valid discharge by the Owner of its obligation
to pay/refund any amount to the allottees.

34.16 Additional terms and covenants regarding binding effect

i) On the failure of the allottees to rectify his/her/its/their breach/default stipulated in

para/Clause 20 hereinabove, the Owner shall be entitled to forfeit from out of all
the sums/amounts paid/deposited by the allottees including the Booking Amount,
the applicable amounts as stated in para/Clause 34.9(iv) hereinabove and refund the
balance if any to the allottees on the terms stipulated in para/Clause 34.9(vi)
hereinabove, whereupon the consequences as stipulated in para/Clause 34.9(vii)
hereinabove shall apply.

ii) The allottees accept and confirm that:

a) the abovementioned mutually agreed amounts are a fair and reasonable

estimate of the loss and damage that would be suffered by the Owner due to
the abovementioned default on the part of the allottees, bearing in mind that
the Said Apartment and the Car Parking Space, if any, would have been kept
blocked by the Owner for the allottees; and

b) all and/or any amounts collected by the Owner as Taxes and deposited with
the concerned authorities shall not be returned/refunded by the Owner, and
the allottees shall be free to approach the authorities concerned for refund of
such Taxes,

and the allottees covenant and undertake not to set up or raise or make or initiate
any claim, demand, action etc. contrary to the aforesaid.

34.17 Additional terms and covenants regarding transfer and/or nomination by the
allottees

i) This Agreement is personal to the allottees, and subject to the terms and conditions
herein contained, and further without the prior written consent of the Owner, the
allottees shall not be entitled to:

a) transfer, assign, let out, mortgage, lease, deal with the Said Apartment And
Properties Appurtenant Thereto and/or any part or portion thereof; and/or
 61

b) nominate any Person in his/her/their/its place and stead; and/or

c) permit any Person to use or occupy the Said Apartment And Properties
Appurtenant Thereto and/or any part or portion thereof; and/or

d) transfer, assign, novate, mortgage, deal with this Agreement and/or the rights
and obligations hereunder.

ii) Only after expiry of 12 (twelve) months from the date hereof and further subject to
due compliance and fulfillment by the allottees of such terms, conditions and
criteria (each as may be stipulated by the Owner) together with payment by the
allottees to the Owner of a sum equivalent to a percentage of the Total Price as
transfer/nomination fees in terms of the then prevailing policy of the Owner in
respect thereof, which the allottees undertake(s) to comply with and also pay, and
further only if the allottees has not been in breach or violation of any of the terms
and conditions contained herein as determined by the Owner, and furthermore only
if the allottees has paid and cleared each of his/her/their/its dues together with the
Interest thereon, if any, each to the satisfaction of the Owner, shall the Owner
consider the written request of the allottees to permit the allottees to do any of the
acts stipulated in para/Clause 34.17(i) hereinabove, it being agreed and understood
that subject to and without prejudice to the aforesaid, in the larger interest of the
development proposed at the Said Premises, which would inter alia protect the
rights of and/or enure to the benefit of the allottees, the Owner shall, at its sole and
absolute discretion and without assigning any reason and/or justification, be entitled
to decline to accept/consider any such request of the allottees.

iii) Without prejudice to and subject to the terms hereof, under no circumstance shall
the allottees induct or invite into the Said Apartment And Properties Appurtenant
Thereto and/or transfer, assign, let out, part with possession of any part or portion
of the Said Apartment And Properties Appurtenant Thereto to a Person
(“Permitted Transferee”), who may cause any infringement or violation of any of
the terms or conditions herein contained and/or those contained in the Conveyance
Deed, and any such transfer etc. shall be subject to, inter alia:

a) the Permitted Transferee fulfilling the criteria laid down by the Owner; and

b) the Permitted Transferee executing and registering, if so deemed fit and

proper by the Owner, all at the cost and expense of the allottees and/or the
Permitted Transferee including the stamp duty and registration fee payable
thereon, an undertaking to observe, fulfil and abide by all the terms,
conditions, stipulations, obligations etc. as stated herein and/or those stated in
the Conveyance Deed including those stipulated by the Owner, on the
understanding and agreement that all the provisions contained herein and the
obligations arising hereunder as also those attached to the Said Apartment
And Properties Appurtenant Thereto and the Project shall be equally
applicable to and enforceable against the Permitted Transferee, as the said
obligations are attached to and run with the Said Apartment And Properties
Appurtenant Thereto for all intents and purposes; and

c) the allottees providing to the Owner the full particulars of the Permitted
Transferee together with the introduction of such Permitted Transferee to the
designated representative of the Owner; and

d) in case of only letting out/parting with possession of the Said Apartment in

favour any Permitted Transferee, the allottees providing to the Owner the full
particulars of the rent and all other charges and benefits receivable by the
allottees in respect thereof (to the extent necessary, as determined by the
 62

Owner, for assessment of the liability for rates, taxes and other impositions
payable by the allottees),

each of the above to the satisfaction of the Owner.

iv) The allottees acknowledge, accept and confirm that in terms of the presently
prevailing Applicable Laws, upon the aforestated assignment and/or transfer being
permitted by the Owner, the benefit of the stamp duty and registration fee paid by
the allottees on this Agreement may not be available to the Permitted Transferee.

34.18 Additional terms and covenants regarding waiver

i) No forbearance, indulgence, relaxation or inaction by the Owner at any time to

require performance by the allottees of any of the provisions, covenants or
undertakings of/in this Agreement shall in any manner be construed as a waiver by
the Owner or in any manner affect, diminish or prejudice the right of the Owner to
require performance of that provision, covenant or undertaking, and any waiver or
acquiescence by the Owner of any breach of any of the provisions, covenants or
undertakings of/in this Agreement, shall not be construed as a precedent or as a
waiver of or acquiescence to of any future breach or of the rights hereunder or
arising out of this Agreement, or acquiescence to or recognition of any other right
under or arising out of this Agreement and/or a position other than as expressly
stipulated in this Agreement. No waiver shall be effective unless made in writing
and signed by an authorized representative of the Owner. Further, any such waiver
shall not bind the Owner to exercise such discretion in the case of any other
Apartments allottees(s).

ii) Failure on the part of the Parties to enforce at any time or for any period of time the
provisions hereof shall not be construed to be a waiver of any provisions or of the
right thereafter to enforce each and every provision.

34.19 Additional terms and covenants regarding severability

The Parties agree that if any term or provision of this Agreement is found to be
invalid, illegal or otherwise unenforceable, the Parties shall thereupon discuss in
good faith in order to agree on the terms of another provision in order to achieve as
nearly as possible the same effect as that of the provision so found to be void or
unenforceable, to satisfactorily record the intent of the Parties.

34.20 Additional terms and covenants regarding notices

All notices to be served hereunder by the Owner to the allottees shall be deemed to
have been served on the 4th (fourth) day from the date of delivery of the same to the
postal authorities for dispatch by registered post/speed post with acknowledgement
due at the last known address of the allottees. Change in the address of the allottees
shall have to be notified in writing by the allottees to the Owner at the registered
office of the Owner, and acknowledgement obtained by the allottees from the
Owner for the noting of such change.

34.21 Additional terms and covenants regarding joint allottees

Any document, paper etc. signed/executed/accepted/acknowledged by any one of

the Persons comprising/constituting the allottees shall be binding on each of the
Persons comprising/constituting the allottees. Every communication sent by the
Owner shall be deemed to have been received by the allottees. For the avoidance of
 63

doubt, it is hereby clarified that the Owner shall not be held liable in any manner
whatsoever for any delay in receipt/non-receipt of any refund by the allottees in
accordance with the terms of this Agreement, for any reason, including but not
limited to, any delay by the postal authorities or due to a change in the address of
the allottees (save as provided in this Agreement) or loss in transit.

34.22 Additional terms and covenants regarding governing law and jurisdiction

This Agreement shall in all respects be governed by and construed and enforced in
accordance with the Act and the Rules including other Applicable Laws for the
time being in force. Only the courts at Calcutta/Kolkata shall have the sole and
exclusive jurisdiction in respect of all matters arising out of and/or pertaining to
and/or concerning this Agreement.

34.23 Terms and covenants regarding the Association

i) At such time as the Owner may deem fit and proper, the Association shall be
formed.

ii) It shall be incumbent upon the allottees to become a member of the Association,
and to pay/reimburse upon demand and at such time as designated by the Owner,
the necessary subscription and/or membership charges, fees etc. together with the
proportionate costs and expenses for/towards formation of the same, inducting
and/or making the allottees a member thereof and transfer of the Common Areas to
the Association, including but not limited to stamp duty and registration costs, if
any, each as ascertained by the Owner, and the allottees hereby authorize(s) and
empower(s) the Owner to take all necessary steps in respect thereof including
execution and registration of all necessary forms, applications, deeds, documents
etc., it being clarified that without becoming a member of the Association, the
allottees shall not be entitled to avail and/or use and/or enjoy any of the Common
Areas.

iii) The allottees shall be bound to and undertake and covenant to abide by and comply
with and adhere to all the Applicable Laws and all the rules, regulations, guidelines,
etc. as may from time to time be framed and/or formulated and/or made applicable
by the Owner and/or the Association including but not limited to the Management
& Maintenance Rules.

iv) Irrespective of the number of Persons owning an Apartment and/or irrespective of

the same Person owning more than 1 (one) Apartment, each Apartment in/at the
Project shall represent 1 (one) share, thus entitling the concerned Apartment
allottees to become a member of the Association. Further, in the event an
Apartment is owned by more than 1 (one) Person and/or the allottees are minor, as
the case may be, then the Person whose name first appears in the nomenclature of
this Agreement as the allottees and/or the parent/natural guardian of such minor
shall only be entitled to become a member of the Association. A tenant, licensee,
lessee etc. of the allottees shall not be entitled to become a member of the
Association.
v) Simultaneously with the hand over of the Common Areas as also the rights,
obligations, responsibilities liabilities etc. pertaining to the Common Purposes, it
shall be incumbent upon the allottees, along with the Apartment allottees, to take
over the affairs of the Association, and through such Association to take over, such
of the rights and obligations of the Owner including those pertaining to the
Common Purposes as the Owner deems fit and proper, whereupon only the
Association shall be entitled thereto and obliged therefor including but not limited
to the compliance, subsistence and renewal of all licenses, annual and/or other
maintenance contracts, other contracts, insurances, guarantees, warranties,
obligations etc. to various authorities including under various statutes and/or to
 64

various third parties, as may from time to time have been procured/obtained/entered
into by the Owner, and the Association shall become liable and responsible for the
proper safety and maintenance, management, upkeep and administration of the
Project and all the fixtures, equipments and machineries provided by the Owner
including the Common Areas, and the Owner shall on the date so designated by the
Owner immediately stand discharged and/or absolved of any liability, responsibility
etc. in respect thereof, and the Association and each of the Apartment allottees shall
keep each of the Indemnified Parties safe, harmless and indemnified in respect
thereof.

vi) For the avoidance of any doubt it is clarified that if within the time period specified
by the Owner in the notice issued by the Owner in this regard, the Association fails
and/or neglects to take over from the Owner the hand over and/or transfer, as the
case may be, of the Common Areas and/or the abovementioned rights, obligations,
responsibilities, liabilities etc., then on the expiry of the aforesaid period, the Owner
shall no longer be liable or responsible for the same, each of which liabilities,
responsibilities, obligations etc. shall on and from such date be deemed to stand
vested in all the Apartment allottees including the allottees and the Association.
Further, as and when the Owner deems fit and proper, the Owner will also transfer
in favour of/to the Association, in such a manner as the Owner may deem fit and
proper, the residue, if any, then remaining of any of the applicable Deposits, if any,
made by the Apartment allottees without any interest thereon, after adjusting all
amounts then remaining due and payable by any Apartment allottees including the
allottees herein to the Owner, together with the Interest thereon, and the amounts
thus transferred, shall be held by the Association, to the account of the co-
Apartment allottees and the allottees, respectively for the purposes therefor.

vii) The allottees acknowledge and accept the right of the Owner to adjust from the
Deposits any receivables and/or dues of/payable to the Owner towards the Project
on any account whatsoever before the same is handed over to the Association. The
allottees further hereby agree and undertake to bear all the Taxes that may be levied
on the Owner including but not limited to on account of making such adjustments
and/or on account of the Owner transferring/handing over the Deposits (to the
extent as stated hereinabove) to the Association.

viii) The allottees undertake to make good and pay to the Owner any shortfalls as
determined by the Owner, as also to make good and pay to the Association all such
amounts that may be deducted/adjusted as aforesaid by the Owner as due and
payable by the allottees and/or to replenish any shortfalls caused on account of the
allottees within 7 (seven) days of a demand made on the allottees in respect thereof
without prejudice to the right of the Owner to adjust/claim such shortfalls etc. from
any Deposits held by the Owner at the time of the handover stipulated hereinabove.
Further, it is hereby agreed that the Owner shall not be liable in any manner
whatsoever for any shortfall in any of the Deposits due to the above adjustments or
otherwise after handover of the applicable Deposits by the Owner to the
Association, and each of the allottees, the Association and the Apartment allottees
shall jointly and/or severally keep the Indemnified Parties safe, harmless and
indemnified in respect thereof.

ix) The allottees shall be bound and obliged to and accordingly covenant(s) and
undertake(s) to deposit with the Association as interest free deposits, sinking funds,
corpus deposits etc. amongst others, further various/several non-refundable
amounts as also refundable amounts (subject to adjustments), each together with the
applicable Taxes thereon, as may be determined by the Association at its sole and
absolute discretion including in respect of the frequency, quantums and heads of
each of such deposit(s), inter alia for any of the Common Purposes, the installation,
on-going maintenance and management, upkeep, repairs, replacements and
improvements of inter alia the electrical infrastructure, water connections,
 65

generator, all facilities serving the Said Premises and the Building, the Common
Areas, the Common Expenses, each within such time period as may be stipulated
by the Association.

x) The Owner and/or the Association, as the case may be, shall be entitled to either
hold or to invest the applicable Deposits and the other and/or the further deposits, if
any, in such a manner and/or in such securities as the Owner and/or the
Association, as the case may be, may think fit and proper, provided that such
payment towards the Deposits and the other deposits if any shall not absolve the
allottees of his/her/ their/its obligation to pay the applicable Maintenance Charges
and/or Common Expenses inter alia in terms of this Agreement, and further
provided that the allottees shall not be entitled to call upon/ request the Owner
and/or the Association to adjust and/or appropriate any part or portion of any of
such Deposit(s) and/or other deposits towards payment of the Maintenance Charges
and/or the Common Expenses and/or any other outgoings payable by the allottees
including but not limited to the Outgoings.

34.24 Terms and covenants regarding Force Majeure

i) The Owner shall not be regarded in breach of any of the terms and conditions
herein contained and on the part of the Owner to be performed and observed if
prevented by any one or more Force Majeure event(s).

ii) In the event the Owner is prevented by/due to any Force Maejure event(s) (in
respect whereof the certificate of the Architect shall be final, conclusive and
binding on the allottees) from completing the Said Apartment and/or the Project in
the manner and within the time period stipulated in this Agreement, and/or as a
result of any Force Maejure event(s) the Owner is constrained to suspend the
fulfilment of its obligations for such time period as it may consider expedient, the
allottees shall neither have nor shall be entitled to have and/or set up, make, raise,
initiate etc. any claim, demand, action etc. on/against the Owner under any
circumstance and/or on any ground whatsoever or howsoever, and thus the time for
the Owner to so complete the Said Apartment and the Project shall automatically
stand extended by the period during which the concerned Force Maejure event(s)
and its effects subsists/subsisted, and the allottees further agree and undertake not
to claim compensation of any nature whatsoever for the period of such
suspension/extension.

iii) The allottees agree and confirm that in the event it becomes impossible for the
Owner to implement the Project due to any Force Majeure event(s), then the Owner
shall be entitled to terminate this Agreement by giving atleast a 30 (thirty) days
notice to the allottees prior to such termination, and thereafter the Owner will
refund to the allottees, the entire amount received till such date by the Owner from
the allottees (save those stated hereinafter), within 45 (forty five) days from the date
of termination without any interest, compensation, damages etc. and after deduction
of such Taxes and/or other tax/levy as may be applicable at such time, it being
clarified that the Owner shall not be bound or obliged to return/refund any of the
following amounts:

(a) the TDS Interest, if any due, accrued and payable by the allottees on any
amount, as ascertained by the Owner; and

(b) the amounts deducted by the allottees as TDS while making any payment to
the Owner and/or to any of the Other Entities; and
 66

(c) all amounts paid/payable by and/or recoverable from the allottees towards
any of the Taxes, but the allottees shall be free to approach the authorities
concerned for refund of such Taxes; and

(d) brokerage/commissions paid to any real estate agent/channel partner/ broker;

and

(e) the stipulated charges on account of dishonor, if any, of a banking negotiable

instrument; and

(f) the entirety/such part or portion of the Additional Cost together with the
costs, expenses, charges, fees etc. incurred by the Owner towards executing/
implementing the Approved Changes; and

(g) in the event of the Owner having carried out any of the Approved Changes in
terms of this Agreement, the costs, charges, fees, expenses etc. which would
have to be incurred by the Owner for re-instating the Said Apartment to its
original state and condition; and

(h) the entirety/such part or portion of the Deposits and Extra Charges as already
expended by the Owner; and

(i) administrative charges in terms of the then prevailing policy of the Owner in
respect thereof; and

(m) stamp duty, registration fees/charges, legal fees and charges and any other
fees, charges etc. payable/to be paid/ paid on pertaining to this Agreement
and the Deed of Cancellation,

and the Owner shall stand released and discharged from all its obligations and
liabilities under this Agreement.

iv) Notwithstanding anything to the contrary stated elsewhere in this Agreement,

immediately on the issuance by the Owner of the termination notice in terms/
pursuance of para/Clause 34.24(iii) hereinabove, the allottees shall cease to have
any manner of right or claim or demand under this Agreement and/or against the
Owner (save and except receipt of refund, if any, subject to and/or in accordance
with the provisions of this para/Clause 34.24) and the Owner shall stand released
and discharged from all its obligations and liabilities under this Agreement, and
though none created hereunder, for the avoidance of any doubt, it is confirmed and
accepted by the allottees herein that upon the occurrence of the aforesaid event, any
manner of right or interest or claim or demand of the allottees in respect of/to/over
any part or portion of the Said Premises and/or the Project and/or the Said
Apartment And Properties Appurtenant Thereto shall automatically and without the
execution of any further act, deed or thing by the allottees and/or the Owner, stand
terminated, cancelled, revoked, surrendered, released, relinquished etc. in favour of
the Owner for all intents and purposes,, and the Owner shall be entitled to deal with
the same in such a manner as the Owner may deem fit and proper.

v) The allottees undertake and confirm that upon termination of this Agreement by
any Party and/or due to any reason whatsoever or howsoever, the Owner shall not
be liable or responsible for the stamp duty, registration fee and other expenses,
charges etc. paid/incurred/expended by the allottees inter alia pertaining to and/or
in respect of the Said Apartment And Properties Appurtenant Thereto and/or the
execution and/or registration of this Agreement.
 67

34.25 Terms and covenants regarding documentation and professional charges

i) The Advocate has prepared this Agreement and shall draw/draft all the papers and
documents and instruments required for and/or in connection with the Said
Premises and/or the Project and/or the Said Apartment And Properties Appurtenant
Thereto including the Conveyance Deed as also each of the deeds, documents etc.
envisaged herein and/or as determined by the Owner from time to time, and each of
the deeds, documents etc. shall be in such form and shall contain such particulars
and/or covenants and/or stipulations as the Owner may approve and/or deem fit and
proper, and the allottees covenant(s), undertake(s) and commit(s) to accept each of
such drafts, deeds, documents, instruments etc. as shall be prepared by the
Advocate without any dissent or demur bearing in mind the rights and interests of
and/or enure to the benefit of all the Apartment allottees including the allottees,
provided that the allottees shall be entitled to obtain independent advice which shall
however not absolve the allottees from his/her/their/its liability to make payment of
the legal/professional fees and documentation charges payable by the allottees to
the Owner.

ii) The allottees shall from time to time, without raising any dissent, demur, cavil,
objection or protest on any ground whatsoever or howsoever, sign and execute all
applications, papers, deeds, documents, maintenance agreements, electricity
agreements, manuals, guidelines etc., each as per the formats prepared and/or
caused to be prepared by the Advocate, and further the allottees shall grant such
authorities, render such co-operation and do, execute and perform all such acts,
deeds and things, each as the Owner may deem fit and necessary, in the interest of
the development proposed at the Said Premises.

iii) It is hereby clarified and unequivocally agreed and understood by the allottees that
the Owner shall have no liability: (a) in the event the benefit of the stamp duty and
registration fee paid by the allottees on this Agreement is not extended to and/or
made available to the allottees at the time of execution and registration of the
Conveyance Deed; and/or (b) for any variation in the amount of stamp duty and/or
registration charges payable by the allottees, including but not limited to those
payable on/with respect to this Agreement, the Conveyance Deed and the Deed of
Cancellation, each of which shall be solely borne by the allottees.

34.26 Terms and covenants regarding consents and approvals

i) Any consent or approval under this Agreement must be obtained by the allottees
from the Owner before the act or event to which it applies/relates to is carried out or
done, and the same shall be effective only after such consent or approval is given in
writing by the Owner, and signed by a Person duly authorized by the Owner.

ii) In the event where pursuant to this Agreement, the doing or the execution of any
act, matter or thing by the allottees is dependent upon the consent or approval of the
Owner, such consent or approval may be given or withheld by the Owner at its sole
and absolute discretion without the Owner being required to assign any reason
therefor. However, if such consent or approval is granted, it may be given on such
terms and conditions as the Owner may at its sole, absolute and unfettered
discretion deem fit to impose, with the Owner having the unfettered and absolute
right to withdraw and/or revoke at any point of time any such consent/approval if in
the opinion of the Owner, the terms and conditions so stipulated by the Owner are
not being and/or have not been complied with and/or adhered to by the allottees to
the satisfaction of the Owner, and such opinion/decision of the Owner shall be final
and binding on the allottees, which the allottees accept(s) and consent(s) to, without
any dissent or demur.
 68

iii) The allottees shall pay to the Owner, upon demand, any reasonable fees payable by
the Owner to the consultant(s), if any, engaged by the Owner to examine or advise
on the allottees’s application for consent or approval, and further any other
expenses incurred by the Owner in connection with the allottees’s application for
consent or approval.

34.27 Miscellaneous terms and covenants

i) The name of the Project/Building shall be and shall always be “The Crown”, and
the allottees and/or the Association and/or the Apartment allottees shall not and/or
shall not be entitled to change the name and/or call upon the Owner to change the
same under any circumstances.

ii) None of the Indemnified Parties shall be liable for any direct, indirect, punitive,
incidental or consequential loss, claim, demand, damage etc. suffered by the
allottees including but not limited to due to loss of documents, delay in postal
services and/or any other eventualities beyond the control of the Indemnified
Parties, and the allottees agree(s) and undertake(s) to keep each of the Indemnified
Parties safe, harmless and indemnified with regard thereto.

iii) The allottees agree and accept that irreparable damage would be caused to the
Owner in the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, and thus it is
accordingly agreed that the Owner shall be entitled to specifically enforce the terms
and provisions of this Agreement.

iv) The Parties acknowledge and agree that the Parties have entered into this
Agreement as independent entities and purely on principal to principal basis, and
nothing stated herein shall be deemed to constitute an association of Persons and/or
a partnership between/amongst any of the Parties, or be construed as a joint venture
between/amongst the Parties. Each Party shall keep each of the other Party(ies)
duly indemnified from and against the same.

v) This Agreement may be executed in multiple counterparts, each of which shall be

deemed to be an original but all of which shall constitute one and the same
agreement.

Schedule A

Part - I

(“Said Premises”)

All That the piece and parcel of land recorded as admeasuring 5 (five) bighas 2 (two)
cottahs 9 (nine) chittacks and 19 (nineteen) sq.ft. more or less, but upon physical
measurement found to admeasure 5 (five) bighas 1 (one) cottah 7 (seven) chittacks and
34 (thirty four) sq.ft. more or less, together with the structures standing thereon and/or the
Project to developed thereon, situate, lying at and being Premises No. 12B, Beliaghata
Road (also known as Beliaghata Main Road), Kolkata - 700 015, Police Station Entally,
Post Office Tangra, within Ward No. 57 of The Kolkata Municipal Corporation, Road
Zone : Zone Name: (Rail Bridge -- Canal West Road), and butted and bounded in the
following manner:-
 69

On the North : Partly by Beliaghata Road, partly by portion of Premises No.

12A, Beliaghata Road and partly by portion of Premises No.
12, Beliaghata Road;

On the East : By Premises No. 12/1 Beliaghata Road;

On the West :Partly by portion of Premises No. 12A, Beliaghata Road, partly
by portion of Premises No. 12 Beliaghata Road, partly by
Premises No. 11/2, Beliaghata Road and partly by Premises No.
9, Beliaghata Road; and

On the South : By Premises No.8, Munshi Bazar.

Or howsoever the same may be butted bounded known or numbered

Part - II

(“Said Apartment”)

All That the Apartment No. C on the 14th floor of the Building (Tower 1) being
constructed on the Said Premises as a part of the Project, having a Carpet Area of 975
sq.ft. more or less, with the respective areas of the Balcony/Verandah, the Open Terrace,
if any, and the Store Room, if any, being respectively 00 sq.ft. more or less, 74 sq.ft.
more or less and 00 sq.ft. more or less, thus aggregating to a Built-up Area of 1103 sq.ft.
more or less. The building is under construction.

Part - III

(“Car Parking Space”)

All That the 1 (One) number(s) of Covered space(s) on the Ground floor at the Building
and/or the Said Premises, as earmarked, identified and designated by the Owner for the
parking of private medium sized car(s) owned by the Allottees within such space.

Schedule B

[Tentative floor plan of the Said Apartment]

Annexed as Annexure “A” to this Agreement

Schedule C

(“Payment Plan”)

Milestone Percentage of the Total

Amount Payable*

On Application 10%

On Agreement 10%
 70

On completion of casting of the 2nd floor 10%

On completion of casting of the 5th floor 10%

On completion of casting of the 8th floor 10%

On completion of casting of the 11th floor 10%

On completion of casting of the 14th floor 10%

On completion of casting of the ultimate roof 10%

On completion of flooring of the Said Apartment 10%

On issuance of the Possession Notice Balance

*Total Amount Payable is the sum of all monies due from the allottees. This includes
consideration for the Flat, Balcony, Store, Open terrace , Common Areas , Pref Location,
Floor Escalation, Extra Charges, All Deposits , All Advances etc etc. All taxes need to
be paid extra as applicable. allottees are responsible for Statutory Compliances and
deductions as may be applicable.

Schedule D

(“Apartment Specifications”)

Building‐Specifications

Foundation & Structure : RCC Structure

Walls : External Walls 8”
: Internal Walls 5” & 3”

Flooring

Living/Dining & Bedroom : Vitrified tiles

Balcony & Open Terrace, if any : Vitrified tiles/Tiles suitable for exterior application
Store Room, if any : Vitrified tiles
Common Staircase : Stone / Tiles as specified by the Architect
Common Passage / Corridor : Vitrified Tiles as designed by the Architect /
:interior designer

Kitchen

Floor : Skid resistant / Anti skid tiles

Counter : Granite or similar
Wall Tiles : Upto 2 ft. height from Counter Top
Sink : Stainless steel sink

Toilets

Floor : Skid resistant / Anti skid tiles

Wall-Dado : Ceramic Tiles upto door height
CP Fittings : Jaquar or similar make
Ceramic Fittings : Jaquar, Kohler or similar make
 71

Doors

Main Door : Finished [Polish/Laminate] flush/Panel door with

lock from Godrej or equivalent
All other doors : Unfinished flush doors with metal latch

Windows

Anodized or powder coated aluminium windows with clear glazing

Finishes

Internal Finishes : POP / Putty finish for all interior walls.

External finishes : Painted finish as designed by the Architect
Electrical Wiring : Concealed Copper wiring of Reputed make.
Switches : Anchor or equivalent make
Balcony railing : As advised by the Architect
Staircase railing : As advised by the Architect

Schedule E

(“Project Specifications”)

1. Main Gate / Security Gate

2. Security Room
3. Visitors’ parking spaces
4. Attractive façade as designed by the Architect
5. Storerooms, driver’s rooms, utility rooms and public and servant toilets within the
Project with ceramic tile flooring.
6. Designated driveways and pathways finished as designed by the Architect /
landscape designer.
7. Landscaped areas within the Project as designed by the landscape designer.
8. Residents’ activity centre, presently intended to comprise of a community hall,
lounge, indoor games room, swimming pool, Lounge and gymnasium.
9. Emergency Power backup for Common Areas and Lift.

Schedule F

(“Common Areas”)

1. The entire land comprised in the Said Premises save and except the Retained
Areas.

2. The staircases, lifts, staircase and lift lobbies, fire escapes and common entrances
and exits of the Building.

3. The common basements, terraces, parks, play areas, open and covered driveway
areas and common storage spaces.

4. The premises for the lodging of persons employed for the management of the Said
Premises and/or the Project including accommodation for watch and ward staffs
or for the lodging of community service personnel.
 72

5. Installations of central services such as electricity, gas, water and sanitation, air-
conditioning and incinerating, system for water conservation and treatment, and
renewable energy.

6. The water tanks, pumps, motors, fans, compressors, ducts and all apparatus
connected with installations for common use.

7. Lift machine room, situate at a portion of the ultimate roof of the Building, as
identified and designated by the Owner.

8. Electric transformer room with all equipments and facilities therein, situate at a
portion of the ground floor of the Building, as identified and designated by the
Owner.

9. Electric meter room situate at a portion of the ground floor of the Building, as
identified and designated by the Owner.

10. Diesel generator set, situate at a portion of the ground floor of the Building, as
identified and designated by the Owner.

11. Tube well and underground and overhead water reservoirs.

12. Common plumbing installations.

14. Fire fighting pumps and fire fighting systems intended only for such of the areas
and facilities as identified and designated by the Owner.

15. Plumbing, vertical stacks and shafts.

16. Feeder cable, transformers, LT switches, meters and individual electrical meters.

17. Drainage and sewage system.

18. Boundary wall and gate.

19. All community facilities provided in the Project comprising of a residents’

activity centre, presently intended to comprise of a community hall, lounge,
indoor games room, swimming pool and gymnasium, each with such facilities,
utilities etc., as determined by the Owner at its sole and absolute discretion, to be
situate at a portion of the 3rd (third) floor of the Building, as demarcated, identified
and designated by the Owner.

20. All other portions of the Project as necessary or convenient for its maintenance,
safety, etc. and in common use, each as identified by the Owner, but shall not
include any area sanctioned and/or permitted for construction including under the
Plan unless expressly authorized and/or agreed upon in writing by the Owner.

Schedule G

[Some Common Expenses]

1. Repairing, rebuilding, repainting, improving as necessary and keeping the Said

Premises, the Building, the Common Areas and the several facilities,
infrastructure, utilities, etc. at the Said Premises and/or the Building and every
exterior part thereof in good and substantial order and condition, and renewing
and repairing etc. all worn out and/or damaged parts thereof.
 73

2. As often as may be necessary in the opinion of the Owner and/or the Association
and/or the Facility Management Entity, as the case may be, painting with quality
paint and in a proper and workman like manner, all the wood, metal, stone and
other work of/at the Said Premises, the Building and the Common Areas and the
external surfaces of all the exterior doors etc. of the Building, and decorating and
colouring all such parts of the Building and the Common Areas, as usually are or
ought to be.

3. Maintaining/reinstating any boundary wall, hedge or fence.

4. Keeping the driveways, passages and pathways of the Said Premises in good
repair, and clean, tidy and edged.

5. Cost of clearing, repairing, reinstating any drains and sewers.

6. Cost of operating and maintaining the various facilities/utilities comprising a part

of the Common Areas.

7. Paying such workers may be necessary in connection with the upkeep,

management, maintenance, administration etc. of the Said Premises, the Building
and the Common Areas.

8. Insuring against any risks.

9. Cleaning as necessary, the external walls and windows (not forming a part of any
Apartment) in/at the Said Premises and/or the Building as may be necessary, as
also the Common Areas, the passages, landings, staircases and all other common
parts of the Building and the Said Premises as identified by the Owner and/or the
Association and/or the Facility Management Entity, as the case may be.

10. Operating, maintaining, and if necessary, renewing from time to time, the lighting
apparatus of the Said Premises, the Building and the Common Areas, and
providing additional lighting apparatus thereat.

11. Operating, maintaining etc. the lift, generator and all facilities and utilities
forming a part of the Common Areas including those identified by the Owner
and/or the Association.

12. Providing and arranging for removal of rubbish.

13. Paying all the rates, taxes, commercial surcharge, levies duties, charges,
assessments and outgoings whatsoever (whether central, state, or local) assessed,
charged or imposed or payable presently and/or in the future, with retrospective
effect or otherwise, in respect of the Said Premises and/or the Building and/or the
Common Areas and/or any part thereof, excepting in so far as the same is the
responsibility of an Apartment allottees and/or any Retained Owners’ Owners &
Occupiers.

14. Abating any nuisance and executing such works as may be necessary for
complying with any notice served by any competent authority in connection with
the Said Premises and/or the Building and/or any part thereof so far as the same is
not the liability of and/or attributable to an Apartment allottees/the occupant/user
of any Apartment.

15. Generally managing and maintaining and protecting the Said Premises, the
Building and the Common Areas, and for such purpose employing any contractor
and enforcing lawfully or attempting to enforce lawfully, the observance of the
 74

covenants on the part of the Apartment allottees/the users/ occupants of any of the
Apartments.

16. Engaging qualified accountant(s) for the purpose of auditing the accounts in
respect of the Common Expenses, and certifying the total amount thereof for the
period to which the accounts relate.

17. Complying with the requirements and directions of any competent authority
and/or with the provisions of all statutes and regulations, orders and bye-laws
made thereunder relating to the Said Premises and/or the Building and/or the
Common Areas, excepting those which are the responsibility of an Apartment
allottees/the occupier/user of any Apartment/any of the Retained Areas’ Owners
& Occupiers.

18. The purchase, maintenance, insurance together with the applicable renewals and
replacement of fire fighting appliances and other equipments, infrastructure etc. as
from time to time, may be considered necessary by the Owner or the Association
or the Facility Management Entity, as the case may be.

19. Administering the management of the staff and complying with all relevant
regulations and orders thereunder, and employing, whenever necessary, suitable
person(s) or firm(s) to deal with these matters and disengage them when required.

20. The purchase, maintenance together with the applicable renewals thereof as also
the replacement of any other equipment and the provisions of any other service,
which in the opinion of the Owner and/or the Association and/or the Facility
Management Entity, as the case may be, it is reasonable to provide.

21. Litigation expenses that may have to be incurred for any common purpose and/or
for in/the larger/greater interest of the Said Premises and/or the Building.

22. Charges, fees etc. of the Facility Management Entity.

23. Service charges of the Owner and/or the Association till the maintenance is
handed over to the Facility Management Entity.
24. Such periodic amounts, as may be estimated by the Owner and/or the Association
and/or the Facility Management Entity, as the case may be, whose decision shall
be final and binding, and to provide for a reserve fund for items of expenditure
including those referred to in this Schedule to be incurred or expected to be
incurred at any time.

25. Such other costs, expenses etc. incidental to and/or ancillary to and/or related
to/with any of the matters, items, issues etc. stated in this Schedule.

Schedule H

Part - I

(“Deposits”)

Interest free refundable, adjustable and transferable deposits:

1. Common Expenses security deposit - Rs. 53,676/- (Rupees Fifty Three Thousand
Six Hundred Seventy Six only).
 75

2. Sinking fund/corpus deposit - Rs. 74,550/- (Rupees Seventy Four Thousand Five
Hundred Fifty only).

3. Security deposit on account of municipal rates and taxes in respect of the Said
Apartment - Rs. 37,275/- (Rupees Thirty Seven Thousand Two Hundred Seventy
Five only).

Part - II

(“Extra Charges”)

1. Individual CESC meter deposit and costs - at actuals.

2. Costs and charges for formation of the Association - at actuals.

3. Legal and associated charges which includes the undernoted but excludes stamp
duty, registration fees and miscellaneous costs and expenses associated with
registration, as applicable, on the date of registration and as advised by the Owner:

a) documentation charges

b) charges for drafting this Agreement and the Conveyance Deed

c) charges for carrying out the apportionment and separation in the records of the
Kolkata Municipal Corporation in respect of the municipal rates and taxes
payable by the allottees
Rs.50,000/- (Rupees Fifty Thousand only)
50% Payable at the time of Agreement
Balance Payable at the time of Offer for Possession

4. All betterment fees, development charges etc. taxes and other levies, charges etc.
imposed by the government and/or by any other Governmental Authority(ies)
and/or by any statutory/quasi-statutory authorities/bodies in respect of the Said
Premises and/or the Project and/or the Building and/or the Said Apartment And
Properties Appurtenant Thereto, which shall be payable proportionately in respect
of the Said Premises and the Project and the Building, and wholly in respect of the
Said Apartment and the Car Parking Space, if any.

5. Proportionate share of any additional facility or amenity provided for in/at the
Building and/or the Said Premises for the benefit of all the Apartment allottees
including the allottees, as may be determined entirely and at the sole and absolute
discretion of the Owner, and the allottees hereby consent(s) to the same.

6. Charges, costs and expenses for: (i) carrying out any additional work in or at or
relating to the Said Apartment; and/or (ii) providing any additional facilities
and/or utilities at the Said Apartment, each as requested in writing by the allottees
and accepted by the Owner.

7. Charges levied under Rule 25 of The Kolkata Municipal Corporation Act, 1980,
and/or any equivalent statutory provision, as amended, updated, modified,
substituted, revised etc. from time to time - as may be determined by the Owner.

The amounts to be determined at “actuals” shall be such as shall be certified by the

Owner, and the allottees agree(s) to accept the same.
 76

Schedule I

(“Booking Amount”)

A sum of Rs. 23,92,142/- (Rupees Twenty Three Lakh Ninety Two Thousand One
Hundred Forty Two only) vide the undernoted:

i) Online transfer of Rs. 2,11,000/- (Rupees Two Lakh Eleven Thousand only) dated
7th October, 2021

ii) Online transfer of Rs. 1,01,000/- (Rupees One Lakh One Thousand only) dated
7th October, 2021;

iii) Online transfer of Rs. 1,000/- (Rupees One Thousand only) dated 23rd October,
2021;

iii) Online transfer of Rs. 4,97,821/- (Rupees Four Lakh Ninety Seven Thousand Eight
Hundred Twenty One only) dated 23rd October, 2021;

iv) Cheque No. 672262, drawn on State Bank Of India dated 22nd October, 2021 for Rs.
11,81,321/- (Rupees Eleven Lakh Eighty One Thousand Three Hundred Twenty One
only);

v) Cheque No. 672263, drawn on State Bank Of India dated 22nd October, 2021 for Rs.
4,00,000/- (Rupees Four Lakh One only)

Schedule J

(“Devolution of Title”)

1. One Sasi Bhushan Sur alias Soshi Bhusan Sur, son of Late Peary Mohan Sur, was
the full and absolute owner of All That the piece and parcel of land admeasuring 5
(five) bighas 18 (eighteen) cottahs 13 (thirteen) chittacks and 19 (nineteen) sq.ft.
more or less together with various structures standing thereon, situate, lying at and
being the western portion of Premises No. 12, Beliaghata Road, comprised in/
appertaining to portions of Holding Nos. 9 and 10, Sub-Division 17, Division III,
Mouza Sealdah, Dihi Panchannagram, Police Station Entally, District 24
Parganas.

2. While annual revenue was payable to the Collectorate of 24 Parganas in respect of

a portion of the aforesaid property admeasuring 2 (two) bighas 14 (fourteen)
cottahs 2 (two) chittacks and 17 (seventeen) sq.ft. more or less together with
various structures standing thereon, the remaining portion of the said property
admeasuring 3 (three) bighas 4 (four) cottahs 11 (eleven) chittacks and 2 (two)
sq.ft. more or less together with various structures standing thereon was revenue
free.

3. Subsequently, the entirety of the aforestated property admeasuring 5 (five) bighas

18 (eighteen) cottahs 13 (thirteen) chittacks and 19 (nineteen) sq.ft. more or less
 77

together with various structures standing thereon, comprising the western portion
of Premises No. 12, Beliaghata Road, was separated from the other portions
thereof, and was assigned the same premises number i.e. Premises No. 12,
Beliaghata Road, and further the Holding Nos. in which the said property was
comprised, was also changed to Holding Nos. 7 and 8 (“Larger Property”).

4. By an Indenture dated 8th May, 1907, registered with the Sub-Registrar, Sealdah,
in Book No. I, Volume No. 18, Pages 143 to 150, Being No. 1535 for the year
1907, the said Sasi Bhushan Sur alias Soshi Bhusan Sur, therein described as the
Vendor, in lieu of valuable consideration, sold, transferred and conveyed in favour
of The Calcutta Tramways Company Limited, therein described as the Company,
All That the entirety of the Larger Property.

5. By an Indenture dated 24th September, 1908, registered with the Sub-Registrar,

Sealdah, in Book No. I, Volume No. 39, Pages 38 to 49, Being No. 3126 for the
year 1908, the said The Calcutta Tramways Company Limited, therein described
as the Company, in lieu of valuable consideration, sold, transferred and conveyed
in favour of Moulvi Badruddin Haider Khan Bahadur, Mutawali of the Wakf
Estate of Moonshi Boo Ali, therein described as the Purchaser, All That the
entirety of the Larger Property.

6. Subsequently, on or about 21st January, 1909, the said Moulvi Badruddin Haider
Khan Bahadur alias Khan Bahadur Badruddin Haider filed an application before
the District Judge, 24 Parganas, numbered as Miscellaneous Judicial Case No. 5
of 1909 (Wakf), praying for permission to sell the Larger Property to one Babu
Gopal Chandra Gupta, and by an order dated 1st March, 1909, amended by another
order of 24th June, 1909, the said Moulvi Badruddin Haider Khan Bahadur was
granted permission by the said Court to sell the Larger Property.

7. By an Indenture dated 5th July, 1909, registered with the Registrar, Calcutta, in
Book No. I, Volume No. 45, Pages 113 to 118, Being No. 1692 for the year 1909,
the said Moulvi Badruddin Haider Khan Bahadur, therein described as the
Vendor, in lieu of valuable consideration, sold, transferred and conveyed in favour
of Gopal Chandra Gooptu, son of Late Dwarkanath Gooptu, therein described as
the Purchaser, All That the entirety of the Larger Property.

8. Thereafter, the Holding Nos. in which the Larger Property was comprised, was
changed from Holding Nos. 7 and 8 to Holding Nos. 7, 7A and 8.

9. By and under a Redemption Certificate dated 29 th November, 1918, issued by the

Collector of 24 Parganas in the name of and on behalf of the Secretary of State for
India in Council, in consideration of the sum paid by the said Gopal Chandra
Gupta as recorded therein, the said Gopal Chandra Gupta and his heirs and assigns
as also the abovementioned portion of the Larger Land in respect whereof annual
revenue was payable to the Collectorate of 24 Parganas, were forever released and
discharged from payment of the said revenue/rent, and thus the entirety of the
Larger Property became revenue free land.

10. The said Gopal Chandra Gooptu alias Gopal Chandra Gupta died on 10 th May,
1919 after publishing his last will and testament dated 10 th February, 1919,
whereunder the said Gopal Chandra Gooptu inter alia bequeathed in favour of his
son Fanindra Nath Gooptu alias Phanindra Nath Gooptu, the Larger Property and
the business being carried therefrom under the name and style of F. N. Gooptu &
Co..

11. The executor(s) named in the said last will and testament of the said Gopal
Chandra Gooptu applied for probate thereof before the Hon’ble High Court of
 78

Judicature at Fort William in Bengal, in respect whereof the probate was duly
granted on 29th March, 1922, as recorded in the probate dated 24th April, 1922.

12. The said Fanindra Nath Gooptu died intestate on 18th March, 1935, and ultimately
his 4 (four) sons, namely Rabi Prosad Gooptu, Rama Prasad Gooptu, Hari Prasad
Gooptu and Amar Prosad Gooptu, became entitled to the entirety of the Larger
Property.

13. The said Hari Prasad Gooptu died on 5 th August, 1957, after making and
publishing his last will and testament dated 2 nd August, 1957, whereunder the said
Hari Prasad Gooptu inter alia bequeathed his undivided 1/4th (one-fourth) share
and/or interest in the Larger Property in favour of his 3 (three) sons, namely Dilip
Kumar Gooptu, Ajoy Kumar Gooptu and Ajit Kumar Gooptu, and further created
a charge on his estate for the payment of maintenance and housing allowance to
his wife, Smt. Annapurna Debi, and upon probate of the said will being applied
for, such probate was duly granted by the concerned competent court on 27 th
August, 1958.

14. The said Rama Prasad Gooptu died on 15th July, 1959, after making and
publishing his last will and testament dated 4 th March, 1958, whereunder the said
Rama Prasad Gooptu inter alia bequeathed his undivided 1/4th (one-fourth) share
and/or interest in the Larger Property in favour of his 6 (six) sons, namely Arun
Kumar Gooptu, Tarun Kumar Gooptu, Amal Kumar Gooptu, Pronab Kumar
Gooptu, Alok Kumar Gooptu and Jayanta Kumar Gooptu, subject to payment of
certain legacies and annuities out of his estate to the persons named in his said
will, and upon probate of the said last will being applied for, the same was duly
granted on 14th May, 1960.

15. By a Deed of Release dated 16th August, 1966, registered with the Sub-Registrar
Sealdah, in Book No. I, Volume No. 40, Pages 50 to 61, Being No. 1578 for the
year 1966, the said Annapurna Debi, wife of the said Late Hari Prasad Gooptu,
released all her claims to/over/in respect of the Larger Property.

16. By several registered Deeds of Conveyances, all dated 16th August, 1966, the said
Rabi Prosad Gooptu, Amar Prosad Gooptu, Dilip Kumar Gooptu, Ajoy Kumar
Gooptu, Ajit Kumar Gooptu, Arun Kumar Gooptu, Tarun Kumar Gooptu, Amal
Kumar Gooptu, Pronab Kumar Gooptu, Alok Kumar Gooptu and Jayanta Kumar
Gooptu (collectively, the “Gooptu Family”), in lieu of valuable consideration,
sold, transferred and conveyed in favour of Kishori Lal Agarwalla and others All
That the divided and demarcated western portion of the Larger Property
admeasuring 16 (sixteen) cottahs 4 (four) chittacks more or less together with one
partly two and partly three storied building standing thereon on the terms and
conditions contained and recorded in the said deeds.

17. After the aforesaid sale, the abovementioned members of the Gooptu Family
continued to remain the full and absolute owner of the remaining/balance portion
of the Larger Property admeasuring 5 (five) bighas 2 (two) cottahs 9 (nine)
chittacks and 19 (nineteen) sq.ft. more or less together with the structures standing
thereon (“Balance Remaining Property”), with each of them being respectively
entitled to their respective undivided shares and/or interests therein.

18. Subsequently, by the undernoted several registered Deeds of Release, all dated
27th September, 1968, each of the several persons entitled to payment of legacies
and annuities from out of the estate of the said Rama Prasad Gooptu (as detailed
hereinbelow), respectively released their respective charge on the undivided 1/4 th
(one-fourth) share and/or interest of the said Rama Prasad Gooptu in the Larger
Property and/or the Balance Remaining Property for payment of such annuities, in
favour of the executors of the last will and testament of the said Rama Prasad
 79

Gooptu, namely the said Arun Kumar Gooptu, Tarun Kumar Gooptu and Amal
Kumar Gooptu:

Sl. Details of the Deed details

No Releasors
.

Name Relation Registering Book Volume Pages Being

with Authority No. No. No.
Rama with
Prasad year
Gooptu

1. Arati Sen, Daughter Sub- I 44 60 to 1840

wife of Registrar 63 for
Indrajit Sen Sealdah the
year
1968

2. Sreemati Sister-in- Sub- I 40 88 to 1845

Jyostnamoyee law Registrar 91 for
Debi alias (sister of Sealdah the
Jyotsnamoyee the wife year
Debi, wife of of Rama 1968
Late Prasad
Sailendra Gooptu)
Nath Roy

3. Jayanti Sen, Daughter Registrar of I 161 105 to 4869

wife of Dr. Assurances, 108 for
Somnath Sen Calcutta the
year
1968

4. Pronati Barat, Daughter Registrar of I 161 109 to 4870

wife of Assurances, 112 for
Hiranmoy Calcutta the
Barat year
1968

5. Jayasree Daughter Registrar of I 174 91 to 4871

Barat, wife of Assurances, 94 for
Manik Calcutta the
Chandra year
Barat 1968

6. Sreemati Wife Registrar of I 174 95 to 4872

Avamoyee Assurances, 98 for
Debi alias Calcutta the
Abhamoyee year
Debi, wife of 1968
Rama Prasad
Gooptu

19. In pursuance of an agreement dated 16th March, 1968, by the undernoted several
registered Deeds of Conveyances, all dated 27th September, 1968, each of the
several members of the Gooptu Family, in lieu of valuable consideration,
 80

respectively sold, transferred and conveyed in favour of Purabi Guha, wife of Late
Harilal Guha, the respective undivided share and/or interest held by each of them
in the Balance Remaining Property, and thus the entirety of the Balance
Remaining Property together with the respective right, title and interest held by
and/or of each of the members comprising the Gooptu Family to/over/in respect of
the entirety of the Balance Remaining Property, absolutely and forever, stood
transferred and conveyed in favour of the said Purabi Guha:

Sl. Name of the Deed Details

No. Gooptu Family
member, described Registering Book Volume Pages Deed No.
in the deed as the Authority No. No. with year
Vendor

1. Rabi Prosad Gooptu Registrar of I 191 65 to 5569 for

Assurances, 74 the year
Calcutta 1968

2. Amar Prosad Gooptu Registrar of I 174 81 to 4865 for

Assurances, 90 the year
Calcutta 1968

3. Dilip Kumar Gooptu Sub- I 41 51 to 1821 for

Registrar, 60 the year
Sealdah 1968

4. Ajoy Kumar Gooptu Sub- I 46 181 to 2046 for

Registrar, 190 the year
Sealdah 1968

5. Ajit Kumar Gooptu Sub- I 39 267 to 1822 for

Registrar, 276 the year
Sealdah 1968

6. Arun Kumar Gooptu Registrar of I 166 72 to 4868 for

Assurances, 81 the year
Calcutta 1968

7. Tarun Kumar Sub- I 44 64 to 1843 for

Gooptu Registrar, 73 the year
Sealdah 1968

6. Amal Kumar Gooptu Sub- I 41 71 to 1842 for

Registrar, 80 the year
Sealdah 1968

7. Pronab Kumar Sub- I 45 1 to 1846 for

Gooptu Registrar, 10 the year
Sealdah 1968
 81

8. Alok Kumar Gooptu Sub- I 34 248 to 1841 for

Registrar, 257 the year
Sealdah 1968

9. Jayanta Kumar Sub- I 34 258 to 1844 for

Gooptu Registrar, 267 the year
Sealdah 1968

20. By and under a Deed of Indemnity dated 27th September, 1968, registered with the
Registrar of Assurances, Calcutta, in Book No. I, Volume No. 177, Pages 253 to
258, Being No. 5424 for the year 1968, each of the members of the Gooptu
Family covenanted to keep the said Purabi Guha and her successors and assigns as
also the undivided shares and/or interest in the Balance Remaining Property sold
and transferred by each of the said members of the Gooptu Family in favour of the
said Purabi Guha by and under the deeds of conveyance recited hereinabove,
indemnified from and against all claims and demands made by any person in
respect of portion of the Balance Remaining Property comprised in/appertaining
to Holding Nos. 7 and 8, Sub-Division 17, Division III, Panchannagram, and also
from and against all actions, proceedings and demands whatever by any person
claiming through or under any of the said members of the Gooptu Family and
from all actions demands and proceedings in respect of the said undivided shares
in the Balance Remaining Property and from all costs and expenses whatsoever in
connection with any of the matters aforesaid.

21. By another Deed of Indemnity dated 27th September, 1968, registered with the
Sub-Registrar Sealdah, in Book No. I, Volume No. 43, Pages 161 to 164, Being
No. 2047 for the year 1968, the said Dilip Kumar Gooptu, Ajoy Kumar Gooptu
and Ajit Kumar Gooptu jointly and severally covenanted to keep the said Purabi
Guha and her successors and assigns as also the undivided shares and/or interest
in the Balance Remaining Property sold and transferred by each of the said Dilip
Kumar Gooptu, Ajoy Kumar Gooptu and Ajit Kumar Gooptu in favour of the said
Purabi Guha by and under the deeds of conveyance recited hereinabove,
indemnified from and against all claims of the government against the said Dilip
Kumar Gooptu, Ajoy Kumar Gooptu and Ajit Kumar Gooptu by way of income
tax and/or other taxes including estate duty if any payable by the said parties and
also from all actions and proceedings in connection with any of the matters
aforesaid.

22. By another Deed of Indemnity dated 27th September, 1968, registered with the
Sub-Registrar Sealdah, in Book No. I, Volume No. 42, Pages 91 to 94, Being No.
1847 for the year 1968, the said Arun Kumar Gooptu, Tarun Kumar Gooptu,
Amal Kumar Gooptu, Pronab Kumar Gooptu, Alok Kumar Gooptu and Jayanta
Kumar Gooptu jointly and severally covenanted to keep the said Purabi Guha and
her successors and assigns as also the undivided shares and/or interest in the
Balance Remaining Property sold and transferred by each of the Arun Kumar
Gooptu, Tarun Kumar Gooptu, Amal Kumar Gooptu, Pronab Kumar Gooptu,
Alok Kumar Gooptu and Jayanta Kumar Gooptu in favour of the said Purabi
Guha by and under the deeds of conveyance recited hereinabove, indemnified
from and against all claims of the government for the unpaid amount of the estate
duty payable in respect of the estate of their father, the said Rama Prasad Gooptu,
and all unpaid claims, if any, of the legatees under the said last will and testament
of the said Rama Prasad Gooptu as also all claims of the government against the
said Arun Kumar Gooptu, Tarun Kumar Gooptu, Amal Kumar Gooptu, Pronab
 82

Kumar Gooptu, Alok Kumar Gooptu and Jayanta Kumar Gooptu by way of
income tax and other taxes payable by each of the said parties and also from all
actions and proceedings in connection with any of the matters aforesaid and from
costs and expenses whatsoever in connection therewith.

23. While each of the abovementioned release deeds, deeds of conveyances and deeds
of indemnity record the factum of each of the members of the Gooptu Family
being jointly and/or collectively the absolute owners of the entirety of the Balance
Remaining Property, each of the said release deeds, deeds of conveyances and
deeds of indemnity inadvertently and as a typographical error record the area of
the Balance Remaining Property as admeasuring 4 (four) bighas 6 (six) cottahs
and/or 4 (four) cottahs, as the case may be, in place and stead of the correct
measurement thereof, being 5 (five) bighas 2 (two) cottahs 9 (nine) chittacks and
19 (nineteen) sq.ft. more or less.

24. The Balance Remaining Portion admeasuring 5 (five) bighas 2 (two) cottahs 9
(nine) chittacks and 19 (nineteen) sq.ft. more or less together with the structures
standing thereon was renumbered as Premises No. 12B, Beliaghata Road, Kolkata
700 015, being the Said Premises herein and more fully and particularly described
in Part - I of Schedule A hereinabove written.

25. By an Indenture of Conveyance dated 14th January, 2008, registered with the
Additional Registrar of Assurances - I, Kolkata, in Book No. I, Volume No. 21,
Pages 4045 to 4070, Being No. 08659 for the year 2014, the said Purabi Guha,
therein described as the Vendor, with the consent and concurrence of Prabir Guha
and Subir Guha, both sons of Late Harilal Guha and Ujjaini Guha, wife of Late
Ranabir Guha, therein collectively described as the Confirming Parties, in lieu of
valuable consideration, sold, transferred and conveyed in favour of the Owner
herein, then known as Akshay Vinimay Private Limited, and therein describd as
the Purchaser, the entirety of the Said Premises subject to the occupants then
occupying certain identified parts and portions of the Said Premises.

26. Thereafter, the Owner, then known as Akshay Vinimay Private Limited, mutated
its name as full and absolute owner of the Said Premises in the records of the
Kolkata Municipal Corporation vide Assessee No. 11-057-01-0005-1.

27. On 31st March, 2016, Akshay Vinimay Private Limited stood converted into a
limited liability partnership under the provisions of the Limited Liability
Partnership Act, 2008, and Akshay Vinimay Private Limited thus came to be
known as Akshay Vinimay LLP, whereupon the necessary certificate of
registration on conversion was duly issued by the Registrar of Companies, West
Bengal.

28. Upon the conversion as stated hereinabove, in terms of and/or in pursuance of the
provisions of the Limited Liability Partnership Act, 2008, all the tangible
(moveable and immovable) and intangible property vested in and/or belonging to
Akshay Vinimay Private Limited together with all the assets, interests, rights,
privileges, liabilities and obligations relating to Akshay Vinimay Private Limited
and the whole of the undertaking of Akshay Vinimay Private Limited which
included the Said Premises, stood transferred and vested in Akshay Vinimay LLP,
the Owner herein, and accordingly, the name of Akshay Vinimay LLP was duly
mutated in the records of the Kolkata Municipal Corporation as the full and
absolute owner of the Said Premises under the abovementioned Assessee No. 11-
057-01-0005-1.

29. The Owner has since caused each of the occupants who were as on 14 th January,
2008 occupying certain identified parts and portions of the Said Premises, to be
evicted, rendering the entirety of the Said Premises free from such encumbrances.
 83

In Witness Whereof each of the Parties hereto have hereunto set and subscribed their
respective hands and seals the day month and year first above written.

Executed and Delivered by the Owner at

Kolkata in the presence of:

______________________________
Signature of the Owner

Executed and Delivered by the allottees at

Kolkata in the presence of:

______________________________
Signature of the allottees