SHILP CENTRICA

AGREEMENT TO TRANSFER OF UNIT

COMMERCIAL OFFICE NO.1608.
(Without Possession)

THIS AGREEMENT TO TRANSFER (the “Agreement”) made and

entered into at Gandhinagar on this _____ day of ____________2024.

BY AND BETWEEN

[1] Vartika Shrivastava, aged about 39 years, [PAN: BEAPS2448H]

and
[2] Gaurav Shrivastava, aged about 41 years,[PAN: BAZPS6030C]
both residing at C1-1101, Ganga Skies, Vallabh Nagar, Pimpri-
Chinchwad, Pune, Maharashtra-411018, (which expression shall
unless it be repugnant to the context meaning thereof mean and include
“Party of the First Part or Allottee” or “Transferee”, and their legal
heirs, successors, administrators, executors, assignees, etc.)
 AND
SHILP INFRAPROJECTS PRIVATE LIMITED (Formerly Known as
SHILP INFRAPROJECTS LLP)a Private Limited Company registered
under the Company Law, 2013 with its Company Identity Number (CIN)
No.U43299GJ2023PTC146484 and having its Registered Office at Sur
No.220/2/4, FP No.304/3, TP No. 50 “SHILP HOUSE”, Opp. Rajpath
Club, Rajpath Rangoli Road, Bodakdev, Ahmedabad- 380054 in the State
of Gujarat (PAN:ABMCS1796B), represented by its Director / authorized
signatory Mr. Arpan S. Barot(which expression shall unless it be
repugnant to the context meaning thereof mean and include SHILP
INFRAPROJECTS PRIVATE LIMITED, a Private Limited Company
and its Directors presently and from time to time and their successors,
administrators, executors, assignees, etc.) hereinafter called as “THE
PARTY OF THE SECOND PART” or “TRANSFEROR”.

(A) WHEREAS the party of Second Part is lease hold owner and seized and
possessed of Property bearing Office No.1608 on the Sixteenth Floor,
admeasuring about 88.22 sq. mtrs (Carpet Area), in the scheme known
as “SHILP CENTRICA” along with 9.47 sq. mtrs of Undivided Share
in the lease-hold land admeasuring 5970 sq. mts. (basement extent),
forming part of the land bearing Survey No. 487 (Old Survey No. 2) and
Survey No.189 (Old Survey No. 2) situate, lying and being at Village-
Pirojpur, Taluka & District-Gandhinagar, Gujarat and being part of Block
No.35 (building footprint 35B), Zone-3, in the non-SEZ Area of GIFT
City, Gandhinagar, Gujarat more particularly described under the
Schedule-A hereunder written (hereinafter referred to as “THE
PROPERTY”). The detail of the carpet area (As per The Real Estate
(Regulation & Development) Act, 2016) of the Said Property and other
appurtenant areas (meant for exclusive use of the TRANSFEREE) to the
said Property is as follows :
CARPET AREA UNDIVIDED SHARE IN
UNIT NO.
IN SQ.MTRS. LAND IN SQ.MTRS.
1608 88.22 9.47

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 The floor plan of the said property is annexed herewith this agreement
and marked as Schedule-“B”

(B) An Agreement to Lease-cum-Development Agreement dated 25.10.2023

was executed between the GUJARAT INTERNATIONAL FINANCE
TEC-CITY COMPANY LIMITED and SHILP INFRAPROJECTS
LLP, a Limited Liability Partnership Firm, which was registered
before the Sub Registrar of Gandhinagar under Registration No.54003, in
respect of land admeasuring5970 sq. mts. (basement extent), forming part
of the land bearing Survey No. 487 (Old Survey No. 2) and Survey
No.189 (Old Survey No. 2) situate, lying and being at Village- Pirojpur,
Taluka & District-Gandhinagar, Gujarat and being part of Block No.35
(building footprint 35B), Zone-3, in the Non-SEZ Area of GIFT City,
Gandhinagar, Gujarat.

(C) Plans for proposed construction of commercial scheme was submitted for
approval, which were approved vide Development Permission No. DP-
35/34 Dated: 17.10.2023.

(D) AND WHEREAS the Transferor has got some of the approvals from the
concerned authority(s) to the plans, the specifications, elevations, sections
and of the said building/s and shall obtain the balance approvals from
various authorities from time to time, so as to obtain Building Completion
Certificate or Occupancy Certificate of the said Building;

(E) AND WHEREAS while sanctioning the said plans concerned authority
and at the time of allotment of land by Collector Government has laid
down certain terms, conditions and restrictions which are to be observed
and performed by the Transferor while developing the project land and
the said building and upon due observance and performance of which
only the completion or occupancy certificate in respect of the said
building/s shall be granted by the concerned authority;

(F) AND WHEREAS the Transferor has accordingly commenced

construction of the said building/s in accordance with the said proposed
plans;

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(G) The Party of the Second Part has floated commercial scheme known as
“SHILP CENTRICA”.

(H) The said Project is registered under Gujarat Real Estate Regulatory
Authority (RERA) under registration no. PR/GJ/GANDHINAGAR/
GANDHINAGAR/Others/CAA12608/081123 dated 08.11.2023.

(I) AND WHEREAS by virtue of the Agreement to Lease-cum-

Development Agreement the Transferor has sole and exclusive right to
Sell the Unit in the said building/s to be constructed by the Transferor on
the project land and to enter into Agreement/s with the Transferee(s)/s of
the Unit to receive the sale consideration in respect thereof;

(J) AND WHEREAS on demand from the Transferee, the Transferor has
given inspection to the Transferee of all the documents of title relating to
the project land and the plans, designs and specifications prepared by the
Transferor’s Architects and of such other documents as are specified
under the Real Estate (Regulation and Development) Act, 2016
(hereinafter referred to as “the said Act”) and the Rules and Regulations
made there under and the Transferee is satisfied in respect of the same;

(K) The authenticated copies of Certificate of Title issued by the attorney at

law or advocate of the Developer, authenticated copies of Property card
or extract of Village Forms VI, VII and other relevant revenue records
showing the nature of the title of the Party of the Second part to the
project land on which the scheme is constructed and have also been
inspected by the Party of the First Part and he/they is/are satisfied in
respect of the same.

(L) WHEREAS the Party of the First Part on proper verification of all the
Documents and facts submitted by the Party of the Second and after
getting it verified from their Experts, Party of the First Part have
approached the party of the Second part with a clear intention to buy /
take on lease the property and after due negotiations they have agreed to
enter into this transaction of sale / Lease.

(M) AND WHEREAS the Transferee has applied to the Transferor for
allotment of Office No.1608 on the Sixteenth Floor, admeasuring about

4
 88.22 sq. mtrs (Carpet Area), in the scheme known as “SHILP
CENTRICA” of the said Project;

(N) AND WHEREAS the carpet area of the said Office is 88.22 square
meters and “carpet area” means the net usable floor area of an Unit,
excluding the area covered by the external walls, areas under services
shafts and exclusive open terrace area but includes the area converged by
the internal partition walls of the Unit;

(O) AND WHEREAS 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
applicable laws, are now willing to enter into this Agreement on the terms
and conditions appearing hereinafter;

(P) AND WHEREAS, prior to the execution of these presents the Transferee
has paid to the Transferor a sum of Rs.29,57,168/- (Rupees Twenty Nine
Lacs Fifty Seven Thousand One Hundred Sixty Eight Only), being
part payment of the sale consideration of the Unit agreed to be sold /
Leased by the Transferor to the Transferee as advance payment of
Application Fee (the payment and receipt whereof the Transferor doth
hereby admit and acknowledge) and the Transferee has agreed to pay to
the Transferor the balance of the sale consideration in the manner
hereinafter appearing;

Column of the receipt:-

Rs.50,000/- Rupees Fifty Thousand only paid by the Allottee to the
Owner / Promoter through online transfer by reference
No.N060242907963062, dtd.29.02.2024 from HDFC
Bank.
Rs.1,000/- Rupees One Thousand only paid by the Allottee to the
Owner / Promoter through online transfer by reference
No.DC12482207, dtd.01.03.2024 from ICICI Bank.
Rs.1,24,000/- Rupees One Lac Twenty Four Thousand only paid by
the Allottee to the Owner / Promoter through online
transfer by reference No.DC12519800, dtd.01.03.2024

5
 from ICICI Bank.
Rs.1,00,000/- Rupees One Lac only paid by the Allottee to the Owner
/ Promoter through online transfer by reference
No.N0612 42911098369, dtd.01.03.2024 from HDFC
Bank.
Rs.2,25,000/- Rupees Two Lacs Twenty Five Thousand only paid by
the Allottee to the Owner / Promoter through online
transfer by reference No.HDFCR52024030184630455,
dtd.01.03.2024 from HDFC Bank.
Rs.8,67,011/- Rupees Eight Lacs Sixty Seven Thousand Eleven only
paid by the Allottee to the Owner / Promoter through
online transfer by reference No.HDFCR520240311871
37790, dtd.11.03.2024 from HDFC Bank.
Rs.2,89,004/- Rupees Two Lacs Eighty Nine Thousand Four only
paid by the Allottee to the Owner / Promoter through
online transfer by reference No.DCF5188225,
dtd.11.03.2024 from ICICI Bank.
Rs.4,14,004/- Rupees Four Lacs Fourteen Thousand Four only paid
by the Allottee to the Owner / Promoter through online
transfer by reference No.DD51344963, dtd.05.04.2024
from ICICI Bank.
Rs.12,42,011/- Rupees Twelve Lacs Forty Two Thousand Eleven only
paid by the Allottee to the Owner / Promoter through
online transfer by reference No.N099242977492978,
dtd.08.04.2024 from HDFC Bank.
Rs.33,12,030/ Rupees Thirty Three Lacs Twelve Thousand Thirty
- Only.
(Sub-Total)
Less:-
Rs.3,54,862/- Rupees Three Lacs Fifty Four Thousand Eight Hundred
Sixty Two Only paid towards Government Taxes i.e.
GST.
Rs.29,57,168/ Rupees Twenty Nine Lacs Fifty Seven Thousand
- One Hundred Sixty Eight Only
* Subject to Realization.

6
(Q) AND WHEREAS, under section 13 of the said Act the Transferor is
required to execute a written Agreement for sale / Agreement to Transfer
of said Unit with the Transferee, being in fact these presents and also to
register said Agreement under the Registration Act, 1908;

(R) In accordance with the terms and conditions set out in this Agreement and
as mutually agreed upon by and between the Parties, the Transferor
hereby agrees to sale/ take on lease and the Transferee hereby agrees to
purchase the (Unit).

NOW THEREFORE, THIS AGREEMENT WITNESSETH AND IT

IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETOAS FOLLOWS:
1. The Transferor shall construct the said building/s consisting of Three
Basements and Ground plus Thirty One Floors on the project land in
accordance with the plans, designs and specifications as approved by the
concerned local authority from time to time.

Provided that the Transferor shall have to obtain prior consent in writing
of the Transferee in respect of variations or modifications which may
adversely affect the Unit of the Transferee except any alteration or
addition required by any Government authorities or due to change in law.

The Allottee hereby agrees to acquire / purchase the Unit from the
Promoter and the Promoter hereby agrees to transfer to the Allottee the
Unit for residue period of lease granted by the Principal Lessor under the
Principal Lease Deed subject to the terms and conditions contained under
this Agreement.

The period for the purchase of the Unit shall automatically

Renewed/extended for such further period and upon such terms and
conditions as agreed by the Principal Lessor up on renewal/ extension of
the Principal Lease Deed.

1.1. The Transferee hereby agrees to take on lease from the Transferor
and the Transferor hereby agrees to give on lease to the Transferee

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 Office No. 1608 on the Sixteenth Floor, admeasuring about
88.22 sq. mtrs (Carpet Area) hereinafter referred to as “the
Unit”) for the consideration of Rs.1,61,72,050/- (Rupees One
Crore Sixty One Lacs Seventy Two Thousand Fifty Only).

1.1A The Transferee in addition to the consideration mentioned in

paragraph 1.1 herein above further agrees to pay proportionate
price of the development of infrastructure of utilities like Power,
District Cooling System (DCS), Water, and Sewage, Automated
Waste Collection System (AWCS) etc. provided by subsidiaries of
GIFT City or any other agency, appointed by GUJARAT
INTERNATIONAL FINANCE TEC-CITY COMPANY
LIMITED.

1.2. The Allottee has paid on or before execution of this agreement a

sum of Rs.29,57,168/- (Rupees Twenty Nine Lacs Fifty Seven
Thousand One Hundred Sixty Eight Only) as advance payment
or application fee and hereby agrees to pay to Transferor the
balance amount of Rs.1,32,14,882/- (Rupees One Crore Thirty
Two Lacs Fourteen Thousand Eight Hundred Eighty Two
Only) in the following manner : -
Pending
Work completion Stage / Schedule of payment
Amount
3rd Basement slab 739287
nd
2 Basement slab 739293
1st Basement slab 739293
Ground Floor 739293
nd
Upon commencement of 2 floor 739293
th
Upon commencement of 4 floor 739293
Upon commencement of 6th floor 739293
th
Upon commencement of 8 floor 739293
th
Upon commencement of 10 floor 739293
th
Upon commencement of 13 floor 739293
Upon commencement of 16th floor 739293
th
Upon commencement of 19 floor 739293
nd
Upon commencement of 22 floor 739293
th
Upon commencement of 25 floor 739293
Upon commencement of 28th floor 739293

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 Upon issue of Building Occupation Certificate (BOC) and
2125493
before registered transfer deed

All amounts stated hereinabove are exclusive of taxes (including

but not limited to goods and services tax (GST), stamp duty,
registration fee, all Reimbursements expenses etc.) and all such
taxes / levies have to be borne and paid by the Allottee separately
immediately upon the same being demanded by the Promoter.

1.3. The total price as stated above excludes Taxes (consisting of tax
paid or payable by the Transferor by way of Goods and Service
Tax and Cess or any other similar taxes which may be levied, in
connection with the construction of and carrying out the project
payable by the Transferor) up to the date of handing over the
possession of the Unit, which shall be separately/payable by the
Transferee in the manner as may be decided by the Transferor.

1.4. The total price is escalation-free, save and except

escalations/increases, due to increase on account of development
charges payable to the competent authority and/or any other
increase in charges which may be levied or imposed by the
competent authority Bodies/Government from time to time. The
Transferor undertakes and agrees that while raising a demand on
the Transferee for increase in development charges, cost, or levies
imposed by the competent authorities, etc., the Transferor shall
enclose the said notification/order/rule/regulation published/issued
in that behalf to that effect along with the demand letter being
issued to the Transferee, which shall only be applicable on
subsequent payments.

1.5. The Transferor shall confirm the final carpet area that has been
allotted to the Transferee after the construction of the Building is
complete and the occupancy certificate is granted by the
competent authority, by furnishing details of the changes, if any,
in the carpet area, subject to a variation cap of three percent. The
total price payable for the carpet area shall be recalculated upon

9
 confirmation by the Transferor. If there is any reduction in the
carpet area within the defined limit then Transferor shall refund
the excess money paid by Transferee within forty-five days with
annual interest at the rate of SBI’s MCLR + 2% from the date
when such an excess amount was paid by the Transferee. If there
is any increase in the carpet area allotted to Transferee, the
Transferor shall demand additional amount from the Transferee as
per the next milestone of the Payment Plan. All these monetary
adjustments shall be made at the same rate per square meter as
agreed in Clause 1 of this Agreement and all decision of the
Transferor shall be binding on the allottee for the same.

1.6. The Transferee authorizes the Transferor to adjust/appropriate all

payments made by him/her under any head(s) of due against
lawful outstanding, if any, in his/her name as the Transferor may
in its sole discretion deem fit and the Transferee undertakes not to
object/demand/direct the Transferor to adjust his payments in any
manner.

2 The Transferor hereby agrees to observe, perform and comply

with all the terms, conditions, stipulations and restrictions if any,
which may have been imposed by the concerned local authority at
the time of sanctioning the said plans or thereafter and shall,
before handing over possession of the Unit to the Transferee,
obtain from the concerned local authority occupancy and/or
completion certificated in respect of the Unit.

2.1 Time is essence for the Transferor as well as the Transferee. The
Transferor shall abide by the time schedule for completing the
project and handing over the (Unit) to the Transferee and the
common area to the association of the Transferee after receiving
the occupancy certificate or the completion certificate or both, as
the case may be.

10
 Similarly, the Transferee shall make timely payments of the
instalment and other Dues payable by him/her and meeting the
other obligations under the Agreement subject to the simultaneous
completion of construction by the Transferor as provided in clause
1.2 herein above (“Payment Plan”).

3. If the Transferor fails to abide by the time schedule for completing

the project and Handing over the (Unit) to the Transferee, the
Transferor agrees to pay to the Transferee, who does not intend to
withdraw from the project, interest at the rate of SBI’s MCLR +
2% per annum, on all the amounts paid by the Transferee, for
every month of delay, till the handing over the possession. The
Transferee agrees to pay to the Transferor, interest at the rate of
SBI’s MCLR + 2% per annum, on all the delayed payment which
become due and payable by the Transferee to the Transferor under
the terms of this Agreement from the date the said amount is
payable by the Transferee (s) to the Transferor.

3.1 Without prejudice to the right of Transferor to charge interest in

terms of sub clause 3 above, on the Transferee committing default
in payment on due date of any amount due and payable by the
Transferee to the Transferor under this Agreement (including
his/her proportionate share of taxes levied by concerned local
authority and other outgoings) and on the Transferee committing
three defaults of payment of instalments, the Transferor shall at
his own option, may terminate this Agreement.

Provided that, Transferor shall give notice of Seven days in

writing to Transferee, by Registered Post AD at the address
provided by the Transferee and mail at the e-mail address
provided by the Transferee, or his intention to terminate this
Agreement and of the Transferee, or his intention to terminate this
Agreement and of the specific breach or breaches of terms and
conditions in respect of which it is intended to terminate the
Agreement. If the Transferee fails to rectify the breach or breaches
mentioned by the Transferor within the period of notice then at the

11
 end of such notice period, Transferor shall be entitled to terminate
this Agreement.

Provided further that upon termination of this Agreement as

aforesaid, the Transferor shall refund to the Transferee (subject to
adjustment and recovery of 5% liquidated damages plus GST
calculated on total consideration or any other amount which may
be payable to Transferor) within a period of thirty days of the
termination, the instalments of sale consideration of the Unit
which may till then have been paid by the Transferee to the
Transferor.

4. The Transferor shall give possession of the Unit to the Transferee

on or before 31.12.2029 if the Transferor fails or neglects to give
possession of the Unit to the Transferee on account of reasons
beyond this control and of this against by the aforesaid date then
the Transferor shall be liable on demand to refund to the
Transferee the amounts already received by him in respect of the
Unit with interest at the same rate as may be mentioned in the
clause 3 herein above from the date the Transferor received the
sum till the date the amounts and interest thereon is repaid.

Provided that the Transferor shall be entitled to reasonable

extension of time for giving delivery of Unit on the aforesaid date,
if the completion of building in which the Unit is to be situated is
delayed on account of-
(i) War, civil commotion or act of God;
(ii) Any notice, order, rule, notification of the Government
and/or other public or competent authority/court.
(iii) Delay in grant of Occupancy Certificate/C.C. by the
Authority.

5. Procedure for taking possession: The Transferor, upon obtaining

the occupancy certificate from the competent authority and the
payment made by the Transferee as per the agreement shall offer
in writing the possession of the [Unit] to the Transferee in terms of

12
 this Agreement to be taken within 15 days from the date of issue
of such notice and the Transferor shall give possession of the
[Unit] to the Transferee. The Transferor agrees and undertakes to
indemnify the Transferee in case of failure of fulfilment of any of
the provisions, formalities, documentation on part of the
Transferor. The Transferee agree(s) to pay the CAM charges as
determined by the Transferor or association of Transferee as the
case may be. The Transferor on its behalf shall offer the
possession to the Transferee in writing within 7 days of receiving
the occupancy certificate of the Project.

5.1 The Transferee shall take possession of the Unit within 15 days of
the written notice from the Transferor to the Transferee intimating
that the said Unit are ready for use and occupancy, after clearing
entire dues.

5.2 Failure of Transferee to take Possession of [Unit] : Upon

receiving a written intimation from the Transferor as per clause 5,
the Transferee shall take possession of the [Unit] from the
Transferor by executing necessary indemnities, undertakings and
such other documentation as prescribed in this Agreement, and the
Transferor shall give possession of the [Unit] to the Transferee. In
case the Transferee fails to take possession within the time
provided in clause 5.1 such Transferee shall continue to the liable
to pay maintenance charges as applicable.

6. DEFECT LIABILITY
6.1 “Structural Defects” means any defect related to the load bearing
Structure of the Building. This shall not include non-load bearing
elements or water proofing. If within a period of five years from
the date of handing over the possession of the unit to the Allottee,
the Allottee brings to the notice of the Transferor any Structural
Defect in the unit or any defects on account of workmanship,
quality or provision of services (excluding wear and tear and
misuse), then, wherever possible such defects (unless caused by or
attributable to the Allottee) shall be rectified by the Transferor at

13
 his/ her/ its own cost and in case it is not possible to rectify such
defects, then the Allottee shall be entitled to receive from the
Promoter, reasonable compensation for rectifying such defect
based on the estimated cost of rectifying such defects as
determined by the Architect of the Transferor. Provided that the
Transferor shall not be liable in respect of any Structural Defect or
defects on account of workmanship, quality or provision of service
which cannot be attributable to the Transferoror beyond the
control of the Transferor.

It is clearly accepted by the Allottee that the Transferor /

Transferor shall not be liable to repair the seepage, leakage,
plumbing faults, plaster cracks whichever may occur due to
natural recourses and the Transferor / Transferor shall not be
liable to repair the structural defect if such defect has been
occurred due to the structural or any other construction related
modification work conducted by the allottee or by the owner -
occupier of his / her neighboring premises.

That any seepage and leakage in the top floor terrace of any of the
block of the project occurs after the period of defect liability then
same shall be repaired by the maintenance society. Neither the
Owner-Transferor nor the unit holder below the said terrace will
be held responsible for the same.

6.2 Notwithstanding anything stated in this clause or elsewhere in this

Agreement, the Transferor shall not be in any way liable to repair
or provide compensation for Structural Defects as set out in this
clause where the Allottee has made any structural changes in the
unit or in the materials used thereon.

6.3 The Project as a whole has been conceived, designed and

constructed based on the commitments and warranties given by
the vendors/ manufacturers that all equipment’s, fixtures, and
fittings shall be maintained and covered by maintenance/ warranty
contracts.

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6.4 The Parties hereby agree that the warranty period for the fixtures,
fittings, articles, things and various other facilities/ amenities
used/ installed for development of the units / Building / Project,
shall be as per the warranties given by the respective
manufacturers of such articles. It is further agreed that the
Transferor shall not be liable in any manner for any defects in
such materials and related works. Further where the manufacturer
warranty as shown by the Transferor to the Allottee ends before
the defects liability period and such warranties are covered under
the maintenance of the said unit/ Building, and if the annual
maintenance contracts are not done/ renewed by the Allottee/
Maintenance Society, the Transferor shall not be responsible for
any defects occurring due to the same.

6.5. It is expressly agreed that before any liability of defect is claimed

by or on behalf of the Allottee, it shall be necessary to appoint an
expert, who shall be a jointly nominated surveyor, who shall
survey and access the same and shall then submit a report to state
the defects (if any) in materials used, in the structure built of the
unit and in the workmanship executed keeping in mind the
aforesaid agreed clauses of this Agreement.
7. The Transferee shall use the said Unit or any part thereof or
permit the same to be used only for the Commercial purpose as
per the Approvals as well as the GDCR and as per relevant clause
mentioned in ATL cum DA shall not use it for any other
purpose(s) other than the one permitted by law.

8. The Transferee along with other Transferee(s) of Unit in the

building shall join in forming and registering the Service Society
or Management Entity to be known by such name as the
Transferor may decide and for this purpose also from time to time
sign and execute the application for registration and/or
membership and the other papers and documents necessary for the
formation and registration of the Service Society or membership
and the other papers and documents necessary for becoming a

15
 member, including the bye-laws of the proposed Service Society
and duly fill in, sign and return to the Transferor within seven
days of the same being forwarded by the Transferor to the
Transferee, so as to enable the Transferor to register the common
organization of Transferee. No objection shall be taken by the
Transferee if any, changes or modifications are made in the draft
bye-laws, as may be required by the Registrar Co-operative
Societies, as the case may be, or any other Competent Authority.

9. Over and above the amounts mentioned in the agreement to be

paid by the Transferee, the Transferee shall on or before delivery
of possession of the said premises shall pay to the Transferor such
proportionate share of the outgoings as may be determined by the
Transferor and which are not covered in any other provisions of
this agreement.

10. REPRESENTATION AND WARRANTIES OF THE

TRANSFEROR:
10.1 The Transferor has clear and marketable title with respect to the
project land; as he declared in the title report and has the requisite
rights to carry out development upon the project land and also has
actual, physical and legal possession of the project land for the
implementation of the Project;

10.2. The Transferor has lawful rights and requisite approvals from the
competent Authorities to carry out development of the Project and
shall obtain requisite approvals from time to time to complete the
development of the project;

10.3. There are no encumbrances upon the project land or the Project.

10.4. There are no litigations pending before any Court of law with
respect to the project land or Project except those disclosed in the
title report;

16
10.5. All approvals, licenses and permits issued by the competent
authorities with respect to the Project, project land and said
building/s are valid and subsisting and have been obtained by
following due process of law. Further, all approvals, licenses and
permits to be issued by the competent authorities with respect to
the Project, project land and said building/s shall be obtained by
following due process of law and the Transferor has been and
shall, at all times, remain to be in compliance with all applicable
laws in relation to the Project, project land, Building/s and
common areas;

10.6. The Transferor has the right to enter into this Agreement and has
not committed or omitted to perform any act or thing, whereby the
right, title and interest of the Transferee created herein may
prejudicially be affected.

10.7 The Transferor 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 project land, including the
Project and the said [Unit /Plot] which will, in any manner, affect
the rights of Transferee under this Agreement;

10.8 The Transferor confirms that the Transferor is not restricted in any
manner whatsoever from selling the said [Unit] to the Transferee
in the manner contemplated in this Agreement;

10.9. The Transferor has duly paid and shall continue to pay and
discharge undisputed governmental dues, rates, charges and taxes,
GST and other monies, levies, impositions, premiums, damages
and/or penalties and other outgoings, whatsoever, payable with
respect to the said project to the competent Authorities.

10.10. No 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

17
 requisition of the said property) has been received or served upon
the Transferor in respect of the project land and/or the Project
except those disclosed in the title report.

11. The Transferee/s or himself/themselves with intention to bring all

persons into whosoever hands the Unit may come, hereby
covenants with the Transferor as follows:

11.1 To maintain the Unit at the Transferee’s own cost in good and
tenantable repair and condition from the date that of possession of
the Unit is taken and shall not do or suffer to be done anything in
or to the building in which the Unit is situated which may be
against the rules, regulations or bye-laws or change/alter or make
addition in or the building in which the Unit is situated and the
Unit itself or any part thereof without the consent of the local
authorities, if require.

11.2. Not to store in the Unit any goods which are of hazardous,
combustible or dangerous nature or are so heavy as to damage the
constriction or structure of the building in which the Unit is
situated including entrances of the building in which the Unit is
situated and in case any damage is caused to the building in which
the Unit is situated or the Unit on account of negligence or default
of the Transferee in this behalf, the Transferee shall be liable for
the consequences of this breach.

11.3. To carry out at his own cost all internal repairs to the said Unit
and maintain the Unit in the same condition, state and order in
which it was delivered by the Transferor to the Transferee and
shall not do or suffer to be done anything in or to the building in
which the Unit is situated or the Unit which may be contrary to
the rules and regulations and bye-laws of the concerned local
authority or other public authority. In the event of the Transferee
committing any act in contravention of the above provision, the
Transferee shall be responsible and liable for the consequences

18
 thereof to the concerned local authority and/or other public
authority.

11.4. Not to demolish or cause to be demolished the Unit or any part

thereof, nor at any time make or cause to be made any addition or
alternation of whatever nature in or to the Unit or any part thereof,
nor any alternation in the elevation and outside colour scheme of
the building in which the Unit is situated and shall keep the
portion, sewers, drains and DCS pipe lines in the Unit and the
appurtenances thereto in good tenantable repair and condition, and
in particular, so as to support shelter and protect the other parts of
the building in which the Unit is situated and shall not chisel or in
any other manner cause damage to columns, beams, walls, slabs or
RCC. Pardis or other structural members in the Unit without the
prior written permission of the Transferor and/or the Society or
the Limited Company.

11.5. Not to do or permit to be dome any act or thing which may render
void or voidable any insurance of the project land and the building
in which the Unit is situated or any part thereof or whereby any
increased premium shall become payable in respect of the
insurance.

11.6. Not to throw dirt, rubbish, rags, garbage or other refuse or permit
the same to be thrown from the said Unit in the compound or any
portion of the project land and the building/s in which the Unit is
situated, the same shall be disposed off in the manner prescribed
by GIFT City & GIFTCL from time to time.

11.7. Pay to the Transferor within fifteen days of demand by the

Transferor, his share of security deposit demanded by the
concerned local authority or Government or giving water,
electricity or any other service connection to the building in which
the Unit is situated.

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11.8. To bear and pay increase in local taxes, water charges, insurance
and such other levies, if any, which are imposed by the concerned
local authority and/or Government and /or other public authority,
on account of change of user of the Unit by the Transferee for any
purpose other than for purpose for which it is sold /leased.

11.9. The Transferee shall not let, sub-let, transfer, assign or part with
interest or benefit factor of this Agreement or part with the
possession of the Unit until all the dues payable by the Transferee
to the Transferor under this Agreement are fully paid up.

11.10. The Transferee shall observe and perform all the rules and
regulations which the Service Society or Management Entity may
adopt at its inception and the additions, alternations or
amendments thereof that may be made from time to time for
protection and maintenance of the said building and the Unit/s
therein and for the observance and performance of the Building
Rules, Regulations and Bylaws for the time being of the
concerned local authority and of Government and other public
bodies. The Transferee shall also observe and perform all the
stipulations and conditions laid down by the Service Society or
Management Entity regarding the occupancy and use of the Unit
in the Building and shall pay and contribute regularly and
punctually towards the taxes, expenses, or other out-goings in
accordance with the terms and this Agreement.

11.11. The Transferee shall permit the Transferor and their surveyors and
agents, with or without workmen and others, at all reasonable
times, to enter into and upon the said building/s or any part thereof
to view and examine the state and condition thereof.

11.12.The Transferee shall permit the Transferor and their surveyors and
agents, with or without workmen and others, at all reasonable
times, to enter into and upon the project land or any part thereof to
view and examine the state and condition thereof.

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12. The Transferor shall maintain a separate account in respect of sums
received by the Transferor from the Transferee as deposit, sums
received on account of the share capital for the promotion of the
Co-operative Society or towards the outgoings and shall utilize the
amounts only for the purposes for which they have been received.
13. Nothing contained in this Agreement is intended to be nor shall be
constructed as a grant, demise or assignment in law, of the said Unit
and Building/s or any part thereof. The Transferee shall have no
claim save and except in respect of the Unit hereby agreed to be
sold to him and all open spaces, parking, spaces, lobbies, staircase,
terraces, recreation spaces, will remain the property of the
Transferor until the same is transferred as hereinbefore mentioned.

14. CAR PARKING:

14.1. Notwithstanding anything contained in this Agreement, for the
convenience of the allocation of the parking (Forming part of the
Common Area and Facilities) to the Allottee and for further
convenience of the Allottee and Maintenance Society, the right to
allocate parking space will always be at the sole discretion of the
Transferor. The allocation of parking spaces shall be at the sole
discretion of the Transferor and the Allottee hereby agrees to the
same. The Allottee is aware that the Transferor has in the like
manner allocated / shall be allocating other Parking Spaces to other
Transferees of the units (s) in the Project and undertakes not to raise
any objection in that regard and any rights of the Allottee to raise
any such objection is hereby waived by the Allottee. The Allottee
hereby further warrants and confirms that the Allottee shall, upon
formation of the Maintenance Society, cause such Maintenance
Society to confirm and ratify and shall not permit the Maintenance
Society to alter or change the allocation of Parking Spaces in the
manner allocated by the Transferor to the various Transferees of the
units(s) in the Project.

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14.2 If the allottee does not opt for allocation of any Specific Parking
space, then it shall be deemed that the Allottee has waived his/her/it
right of allocation in the Parking Space permanently. However, the
Allottee shall be entitled to use the unallocated Parking Space.

14.3 The Allottee hereto agrees and acknowledges that at the time of
handover the maintenance and management to the Maintenance
Society, the Transferor shall earmark certain Parking Spaces for use
by such unsold units and the Allottee hereby agrees and shall cause
the Maintenance Society to ensure that these Parking Spaces are
kept available for use by the Allottees / occupants of the unsold
units.

15. MAINTENANCE OF THE SAID BUILDING / UNITS /

PROJECT

15.1 The Transferor / Transferor shall be responsible for maintenance of

the Scheme/Project i.e. SHILP CENTRICA without any charge up
to two years from the date of Building Use (B.U.) permission
(Charges to be demanded from the GIFT CITY shall be paid by
Allottee as per actual). After completion of two years from date of
B.U. permission Allottees of the scheme have to maintain the
Scheme/Project through association of the Allottees / Maintenance
Society /Service Society. The Transferor / Transferor shall not be
responsible for the maintenance of the Scheme/Project after two
years from the date of B.U. Permission.

15.2 The Transferor / Transferor will form a Maintenance Society for the
purpose of maintenance and upkeep of the said Project including
common parts and elements and the Allottees shall co-operate fully
with the Transferor / Transferor and shall sign all documents and
necessary papers for the purpose.

15.3 The Allottee agrees to observe the rules, framed from time to time
by the Transferor / Transferor / Maintenance Society for quiet and
peaceful enjoyment of the said unit and common areas, amenities of
the Project. The Allottee shall proportionately liable and accept the

22
 payments made by association of the Allottees / Maintenance
Society /Service Society on account of the common expenses and
other outgoing expenses.

15.4 No individual / independent Allottee or group of Allottees will form

any other Ad-Hoc-Committee, Holding Organization or
Maintenance Society / Company, other than the one formed by the
Transferor / Transferor nor will the Transferor / Transferor be
obliged to recognize one, if at all formed, despite this restriction,
unless the same has the 100% collective mandate of all the
Allottees.

15.5 All Maintenance Charges, payments for common purposes, taxes,

mutation fees and all other outgoings shall be paid to and kept with
the Maintenance Society. The common maintenance deposits shall
be paid by the Allottee to the Transferor / Transferor / Maintenance
society before execution of Transfer deed.

15.6 The Allottee shall be liable and responsible for payment of the
Municipal rates and taxes for “the unit” from the date of Building
Use Permission. If the mutation of individual units are not done or
pending in that case the Allottee shall pay the same to the
Transferor / Transferor / Maintenance Society as the case may be on
proportionate basis on demand, till such time the mutation of
individual units are completed in government records and
individual Allottees are assessed separately.

15.7 The Transferor / Transferor from time to time may change, alter,
add to or modify the Rules of the Maintenance Society and frame
such other rules, regulations and/or bye-laws for the Common
Purposes, the quiet and peaceful enjoyment of “the unit’ by their
respective Owners or for the mutual benefit of the Co-Owners.

16. That the Independent Permanent Usage Rights of the Open

Terraces situated parallel to the Unit No.214, 215, 216, 217, 218 on
Second Floor, Unit No. 302, 303, 305, 306, 307, 311 to 319 on
Third Floor, Unit No. 715, 815, 915, 1015, 1115, 1215, 1315, 1415,

23
 1515, 1615, 1715 on Seventh to Seventeenth floor respectively,
and Unit No.1801, 1802 on Eighteenth Floor of ‘the Project’ have
been given to the Transferees of Unit No.214, 215, 216, 217, 218
on Second Floor, Unit No. 302, 303, 305, 306, 307, 311 to 319 on
Third Floor, Unit No. 715, 815, 915, 1015, 1115, 1215, 1315, 1415,
1515, 1615, 1715 on Seventh to Seventeenth floor respectively,
and Unit No.1801, 1802 on Eighteenth Floor respectively. This
Open Terraces mentioned hereinabove shall exclusively be for the
Independent permanent usage of Transferees of Unit No.214, 215,
216, 217, 218 on Second Floor, Unit No. 302, 303, 305, 306, 307,
311 to 319 on Third Floor, Unit No. 715, 815, 915, 1015, 1115,
1215, 1315, 1415, 1515, 1615, 1715 on Seventh to Seventeenth
floor respectively, and Unit No.1801, 1802 on Eighteenth Floor
respectively only. It is however made clear that none of the Unit
Holder or their transferees / assignees shall raise any objection
against such arrangement made by the Transferor in the form of
giving Independent permanent usage right of the Open Terraces as
referred above to the Transferees of Unit No.214, 215, 216, 217,
218 on Second Floor, Unit No. 302, 303, 305, 306, 307, 311 to 319
on Third Floor, Unit No. 715, 815, 915, 1015, 1115, 1215, 1315,
1415, 1515, 1615, 1715 on Seventh to Seventeenth floor
respectively and Unit No.1801, 1802 on Eighteenth Floor
respectively. The Nineteenth Floor is kept as refuge floor where
occupants can come and take refuge in case of any emergency such
as fire or accident in the building. Further the Open Terrace situated
above the Top Thirty First (31st) Floor of ‘the Project’ shall be for
the common usage of the maintenance society of the said Project.

17. TRANSFEROR SHALL NOT MORTGAGE OR CREATE A

CHARGE
After the Transferor executes this Agreement he shall not mortgage
or create a charge on the (Unit) 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 charge shall

24
 not affect the right and interest of the Transferee who has taken or
agreed to take such (Unit).

18. BINDING EFFECT:

Forwarding this Agreement to the Transferee by the Transferor
does not create a binding obligation on the part of the Transferor or
the Transferee until, firstly, the Transferee signs 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 by the Transferee and secondly, appears for registration
of the same before the concerned Sub-Registrar as and when
intimated by the Transferor. If the Transferee/s fails to execute and
deliver to the Transferor this Agreement within 30 (thirty) days
from the date of its receipt by the Transferee and/or appear before
the Sub-Registrar for its registration as and when intimated by the
Transferor, then the Transferor shall serve a notice to the
Transferee for rectifying the default, which if not rectified within
15 (fifteen) days from the date of its receipt by the Transferee,
application of the Transferee shall be treated as cancelled and all
sums deposited by the Transferee in connection therewith including
the booking amount shall be returned to the Transferee without any
interest or compensation whatsoever.

19. ENTIRE AGREMENT

This Agreement, along with its schedules and annexure, constitutes
the entire Agreement between the Parties with respect to the subject
matter hereof and supersedes any and all understandings, any other
agreements, allotment letter, correspondences, arrangements
whether written or oral, if any, between the Parties in regard to the
said Unit, as the case may be.

20. RIGHT TO AMEND: This Agreement may only be amended

through written consent of the Parties.

21. PROVISIONS OF THIS AGREEMENT APPLICABE TO

TRANSFEREE / SUBSEQUENT TRANSFEREE.

25
 It is clearly understood and so agreed by and between the Parties
hereto that all provisions contained herein and the obligations
arising hereunder in respect of the Project shall equally be
applicable and enforceable against any subsequent Transferee/s of
the (Unit), in case of a transfer, as the said obligations to along with
the (Unit) for all intents and purposes.

22. SEVERABLILTIY
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 Act or Rules and Regulations
made thereunder or the applicable law, 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.

23. METHOD OF CALCULATION OF PROPRTIONATE

SHARE WHEREVER REFERRED TO IN THE
AGREEMENT.
Wherever in this Agreement it is stipulated that the Transferee has
to make any payment, in common with other Transferee(s) in
Project, the same shall be in proportion to the carpet area of the
(Unit) to the total carpet area of all the (Unit) in the Project.

24. FUTURE ASSURANCES

Both Parties agree that they shall execute, acknowledge and deliver
to the other such instruments and take such other actions, in
additions 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.

26
25. PLACE OF EXECUTION
The execution of this Agreement shall be complete only upon its
execution by the Transferor through its authorized signatory at the
Transferor’s Office, or at some other place, which may be mutually
agreed between the Transferor and the Transferee, after the
Agreement is duly executed by the Transferee and the Transferor or
simultaneously with the execution the said Agreement shall be
registered at the office of the Sub-Registrar at Gandhinagar. Hence
this Agreement shall be deemed to have been executed at
Gandhinagar.

26. GLOBAL FSI

The Transferor hereby declares that the project is situated in the
GIFT city where the project approvals are granted based on the Gift
Area Development Control Regulation by GIFT authorities based
on the Global FSI. The plans of the project has been approved and
development permission has been granted to the promoter by Gift
UDA vide no. : DP-35/34 dated 17/10/2023, for development of
single building consisting of Three basements and Ground Plus
Thirty One floors having 492commercial units to Non SEZ area of
GIFT City situated on the land admeasuring5970 sq. mts.
(basement extent), forming part of the land bearing Survey No. 487
(Old Survey No. 2) and Survey No.189 (Old Survey No. 2) situate,
lying and being at Village- Pirojpur, Taluka & District-
Gandhinagar, Gujarat and being part of Block No.35 (building
footprint 35B), Zone-3, in the non-SEZ Area of GIFT City,
Gandhinagar, Gujarat.

27. The Transferee and /or Transferor shall present this Agreement as
well as the conveyance at the proper registration office of Registrar
within the time limit Prescribed by the Registration Act and the
Transferor will attend such office and admit execution thereof.

28. NOTICES

27
 That all notices to be served on the Allottee and the Owner /
Promoter as contemplated by this Agreement shall be deemed to
have been duly served if sent to the Allottee or the Owner /
Promoter by Registered Post at their respective addresses specified
below:

Allottee
Name and Address of Allottee as mentioned at the beginning of the
Agreement.

Transferor
M/s. SHILP INFRAPROJECTS PRIVATE LIMITED,
Shilp House,
Beside Rajpath Club, Rajpath Rangoli Road,
Bodakdev, Ahmedabad - 380054.

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

29. JOINT TRANSFEREES

That in case there are Joint Transferee all communication shall be
sent by the Transferor to the Transferee whose name appears first
and at the address given by him/her which shall for all intents and
purpose to consider as properly served on all the Transferees.

30. STAMP DUTY AND REGISTRATION FEES:

30.1 The charges towards stamp duty, registration fees and the
applicable premium (as per GR and the Collector’s Orders) in
respect of this Agreement and/or the Transfer Deed, shall be
exclusively borne by the Allottee.

28
30.2 The Allottee and/or Owner / Promoter shall present this Agreement
as well as the Transfer Deed at the proper registration office of Sub
Registrar within the time limit prescribed by the Registration Act.

30.3 That Board of Directors of the Company have appointed its

Director Arpan Subhaschandra Barot as its authorized signatory to
sign all the agreements and deeds on behalf of the aforesaid
Company.

30.4 It is declared that the Promoter Company through its Director

Arpan Subhaschandra Barot has appointed (1) Rajeshkumar
Navabhai Malivad (2) Snehal Bhikhabhai Desai and (3)
Jigneshkumar Jayeshkumar Dave, as its Power of Attorney Holder
by executing Power of Attorney registered in the office of Sub
Registrar of Gandhinagar vide Sr. No.260 dated 10.01.2024, (1)
Rajeshkumar Navabhai Malivad (2) Snehal Bhikhabhai Desai and
(3) Jigneshkumar Jayeshkumar Dave have been empowered and
authorized only to present, acknowledge and admit before Sub-
Registrar on behalf of the Promoter all the agreements / deeds
(including transfer deeds like Agreements to Transfer, Transfer
Deeds cancellation of Agreements to transfer, Rectification
Agreements /Deeds) for various units in the said scheme, which has
been signed and executed by the Director / authorized signatory of
the Promoter Company.

31. DISPUTE RESOLUTION:

Any dispute between parties shall be settled amicably. In case of
failure to settle the dispute amicably, which shall be referred to the
Authority as per the provisions of the Real Estate (Regulation and
Development) Act, 2016, Rules and Regulations, thereunder.

32. GOVERNING LAW

That the rights and obligations of the parties under or arising out of
this Agreement shall be construed and enforced in accordance with

29
 the laws of India for the time being in force and the Gandhinagar
Courts will have the jurisdiction for this Agreement.

IN WITNESS WHEREOF parties hereinabove named have set their

respective hands and signed this Agreement to Transfer at Gandhinagar
in the presence of attesting witness, signing as such on the day first above
written.

SIGNED SEALED AND DELIVERED ]

BY THE TRANSFEROR ]
M/s. SHILP INFRAPROJECTS PRIVATE LIMITED ]
Represented by its Director / authorized signatory ]
Arpan S. Barot ] __________

In the Presence of:-

1. ____________________

2. ___________________

30
 SCHEDULE-A

All that piece and parcel of Property bearing Office No. 1608 on the
Sixteenth Floor, admeasuring about 88.22 sq. mtrs (Carpet Area), in
the scheme known as “SHILP CENTRICA” together with the
permanent usage rights of One (1) allocated Car Parking(on Ground
Level or in the Basement) along with 9.47 sq. mtrs. of Undivided
Share in the lease-hold land admeasuring5970 sq. mts. (basement
extent), forming part of the land bearing Survey No. 487 (Old Survey No.
2) and Survey No.189 (Old Survey No. 2) situate, lying and being at
Village- Pirojpur, Taluka & District-Gandhinagar, Gujarat and being part
of Block No.35 (building footprint 35B), Zone-3, in the non-SEZ Area of
GIFT City, Gandhinagar, Gujarat and bounded as under:

On or towards East : 9.00 Mtrs Wide Driveway

On or towards West : 2.00 Mtrs Wide Passage & Lifts

On or towards North : Office - 1609

On or towards South : 9.00 Mtrs Wide Driveway

The said Unit is delineated by red colour boundary line or () sign on the
Plan annexed hereto as SCHEDULE-B.

31
 SCHEDULE-“B”
[FLOOR PLAN OF THE UNIT]

32
 Schedule under sec. 32 (A) of The Registration Act

TRANSFEROR
M/s. SHILP INFRAPROJECTS PRIVATE LIMITED
Represented by its Director / authorized signatory

_____________
Arpan S. Barot

ALLOTTEE/S

____________________
[1] Vartika Shrivastava

33
____________________
[2] Gaurav Shrivastava

34