AGREEMENT OF SALE

THIS DEED OF AGREEMENT OF SALE is made and executed on this the ___day of
February, 2014 at SRO Ranga Reddy, by and between:

1. NIRMAL KOTHARI S/o Late. Shivraj Kothari,

Age: 48 years, Occupation: Business,
R/o 6-3-907/912, Flat No.003, Somajiguda, Hyderabad.

2. NIKHIL KOTHARI S/o Nirmal Kothari,

Age: 25 years, Occupation: Business,
R/o 6-3-907/912, Flat No.003, Somajiguda, Hyderabad.

3. AKSHAY KOTHARI S/o Bhavarilal Kothari,

Age: 32 years, Occupation: Business,
R/o 6-3-1186/A/4/A/1, Begumpet, Hyderabad.

4. GIRISH KOTHARI S/o Bhavarilal Kothari,

Age: 31 years, Occupation: Business,
R/o 6-3-1186/A/4/A/1, Begumpet, Hyderabad.

5. ALKA GUPTA W/o Naresh Chandra Gupta,

Age: 53 years, Occupation: Home Maker,
R/o Flat No.404, Legend Arora Habitat, S.D. Road, Secunderabad.

(Hereinafter called the `VENDORS’ which expression shall mean and include
themselves, their heirs, executors, administrators, legal representatives, successors-in-
interest and assigns of the first part, unless repugnant to the context thereof.)

AND

1. ______________________ S/o _____________________________________,

Age: 44 years, Occupation: Business,
R/o ______________________________________________, Hyderabad-34.

2. ___________________________________ S/o ____________________________,

Age: 40 years, Occupation: Business,
R/o _______________________________________________________, Hyderabad.

(Hereinafter called the `VENDEES’ which expression shall mean and include
themselves, their heirs, executors, administrator’s legal representatives, successors-in-
interest and assignees of the other part, unless repugnant to the context thereof.)
WHEREAS:
A. The Vendors has represented to the Vendees that they are the sole and absolute
owner in possession, occupation and enjoyment of the immovable property
bearing Plot No. 7,8 and 9 in Survey No.19, admeasuring 1745.72 Sq. Yards or
1459.64 Sq. Mtrs, more fully described in Schedule A Property and herein after
referred to as “SCHEDULE A PROPERTY” , by virtue of having purchased the
same from its erstwhile respective owners as more fully stated hereunder;. Viz.,
a. Only Part of plot no.7 and 8 , in Survey No. 19, admeasuring
426.90 Sq.Yards or 356.88 Sq.Mts situated at Ravi Enclave, in
Kothaguda Village, Serilingampally, under GHMC, Ranga Reddy
District was originally belonging to M/s Maneesh Avenues Pvt
Ltd, who sold the same in favour of the Vendor No.2 to 4, by a
registered Sale Deed bearing document no. 9234 of 2012, dated 7th
August, 2012, registered at SRO Ranga Reddy.

b. Remaining part of plot no.7 and 8 in Survey No. 19, admeasuring

840 Sq.Yards or 702.24 Sq.Mts situated at Ravi Enclave, in
Kothaguda Village, Serilingampally, under GHMC, Ranga Reddy
District was originally belonging to M/s Maneesh Avenues Pvt
Ltd, who sold the same in favour of the Vendor No. 5, by a
registered Sale Deed bearing document no. 12831 of 2012, dated
17th November, 2012, registered at SRO Ranga Reddy.

c. And Plot No.9 in Survey No. 19, admeasuring 478 Sq.Yards or

400.34 Sq.Mts situated at Ravi Enclave, in Kothaguda Village,
Serilingampally, under GHMC, Ranga Reddy District was
originally belonging to Pishati Venkat Reddy, who sold the same
in favour of the Vendor No. 1,3 and 4, by a registered Sale Deed
 bearing document no. 14408 of 2012, dated 20th December, 2012,
2012, registered at SRO Ranga Reddy.

B. That the Vendors have represented, that from the date of purchase, the Vendors
have been in peaceful possession and occupation and enjoyment of the entire
property as absolute owners, possessors and title holders and more particularly
delineated in green colour in the plan annexed hereto.
C. That the Vendors have paid the property Tax upto date for the Schedule A
Property
D. That the Schedule Property is free from all Encumbrances, court attachments,
lien, mortgages, restrictive covenants, lis pendens, acquisition and requisition
proceedings, minor claims or claims OR charges of any other nature whatsoever,
of any kind;
E. That the Vendor’s right in the Schedule Property is good, marketable and
subsisting;
F. The Vendor has represented that it has thus acquired right, title and interest in
respect of the ‘Schedule A Property’ and is entitled to deal with the same in any
manner as it deems fit.
G. That the VENDORS have represented, that the Vendors propose to construct a
commercial complex over the said Plot Nos. 7, 8 and 9, consisting of 2 cellars + 5
upper floors, and has applied for permissions with the concerned department for
the same, and that the sanction for construction of the said commercial complex
has been granted by the competent authority being GHMC vide Sanction
No_____________ dated ________.
H. That the Vendors plans to construct approximately __ no of shop’s in the
commercial complex and herein intends to sell, the following shops/offices to
the VENDEEs constructed on Schedule A property and that the construction of
the entire building on the Schedule A Property will be completed on or
before________.
 I. That the Vendor intents to sell the below mentioned shop to the Vendee

S.NO FLOOR NO. SHOP/OFFICE NO’S SUPERBUILT-UP AREA

1 Ground Floor Shop/Office No. 3 2803 Sft

2 First Floor Shop/Office No. 3 2686 Sft
------------
Total: 5489 Sft
------------
and this Vendee has agreed to purchase this property more clearly described in the
“Schedule B Property” hereunder and herein after referred to as “SCHEUDLE B
PROPETY”.

J. That The VENDORS hereby agrees to demarcate and provide the VENDEES
with four (4) car parking spaces (two in each cellar) at an additional cost of
Rs.3,00,000/- per car parking.

Total Car Parking Charges (4 x Rs.3,00,000) = Rs.12,00,000/-, which amount shall

be paid separately at the time of Registration of Sale deed and the Vendor shall
certify in writing that the car parking exclusively is for the use of the Vendee.

NOW THIS DEED OF AGREEMENT OF SALE WITNESSETH AS FOLLOWS:

(1) SALE PRICE :

(1.1) The sale price/consideration payable by the VENDEE to the VENDOR for the
purchase of the Schedule B Property shall be Rs.2,00,00,000/-(Rupees Two Crores
only).

(1.2) The VENDEE has paid an advance of 20%- (Rupees ___ only) (hereinafter
‘Advance Consideration’) by Cheque bearing No…….. dated ……….. drawn on
…………..Bank, …………….. Branch, Hyderabd, in favour of the VENDOR, the
receipt of which the VENDOR hereby acknowledges;

(1.3) The balance sale price/consideration of Rs.____/- (Rupees __ only) shall be paid
by the PURCHASER in the manner here in below stated; viz.,
 (a) Rs./-(Rupees only) amounting 20% at the time of laying the Ground floor slab .
(b) Rs. _____/-(Rupees only) amounting 15% at the time of laying of Second Floor
slab .
(c) Rs. _____/-(Rupees only) amounting 15% at the time of laying of Last Floor
slab.
(d) Rs. _____/-(Rupees only) amounting 15% along with car parking charges and
infrastructure charges, at the time of the execution and registration of the Sale
Deed by the VENDOR, in favour of the VENDEE or its nominee/s .

(e) And the balance 15 % Rs.______/-(Rupees only) NOC and Handing over the
premises.

(1.4) The Vendee relying upon the representations of the Vendor has agreed to
purchase the ‘Schedule B Property’ together with all easements, privileges, rights
and advantages appurtenant thereto, and the Vendor in consideration of the
price hereby agreed and the earnest deposit made, has agreed to sell absolutely
with out any limitations whatsoever, all their right, title and interest in the
Schedule Property on the terms and conditions recorded and contained
hereinafter in this Agreement, to which the parties are agreed.

(4) TITLE :-

(4.1) The VENDOR shall convey a good, marketable and subsisting title to the
VENDEE in regard to the Schedule B Property;

(5) VENDOR’s UNDERTAKINGS

(5.1) The Vendor hereby undertakes, declares and covenants with the Vendee that:

(a) The Vendor is the absolute, sole, legal and beneficial owner of the
Schedule B Property with uninhibited rights of alienation over the same.
The Vendor has good right, full power and absolute authority to sell the
Schedule B Property and knows of no reason as to why the Schedule B
Property cannot be sold in the manner herein contemplated to the
Vendee.

(b) No other person has any right, title or interest in the Schedule B Property
other than the Vendor. The Vendor has not entered into and shall not
enter into any discussions, understandings, agreement to sell, lease or
 otherwise deal with the Schedule Property in any manner with any other
third party or person.

(c) The Schedule B Property is free from all encumbrances, disputes,

attachments either before or after judgment, claims, litigations, lispendens,
hypothecations, mortgages, charges or demands from any bank or
financial institution or any other person/s. Provided that if there be any
encumbrances, disputes, attachments either before or after judgment,
claims, litigations, lispendens, hypothecations, mortgages, charges or
demands from any bank or financial institution or any other person/s the
same shall be cleared by the Vendor at his own cost and expenses before
Completion date.
(d) The Schedule Property is not laden with any civil, revenue or any other
liability due to any authority under any law for the time being in force.

(f) The ownership and title of the Vendor to the Schedule B Property is clear,
marketable and free from all encumbrances and claims and the Schedule
Property
is not a subject matter of any acquisition proceedings by the State or any
statutory
authority, Board, instrumentality or agency of the State, nor has it been
acquired
by any statutory authority or any other person, local body or authority.

(5.2) The Vendor undertakes that is shall be solely responsible to discharge any and
all claims, demands and liabilities, in respect of the Schedule B Property till ____,
should there be any, including but not limited to any claims and demands of any
statutory authorities relating to property taxes and any other taxes, cesses,
electricity and water charges, or public dues. The Vendor shall on or before
_______, at the request of the Vendee, furnish to the Vendee copies of receipts
issued by the statutory authorities evidencing the payment of property tax in
respect of the Schedule Property upto the _____.

(5.3) The sale of the Schedule B Property shall be free from all encumbrances,
attachments, Court Litigation or acquisition proceedings or charges of any kind.

(5.4) The Vendor has internally obtained the necessary authorisations, clearances,
permissions or approvals as may be required by the Vendor in terms of its
documents of constitution for the purposes of this agreement and is thus entitled
to execute this agreement in favour of the Vendee.
(6) POSSESSION :-

(6.1) The VENDOR shall deliver vacant possession of the Schedule b Property in
entirety to the VENDEE upon the receipt of the whole of the sale consideration at
the time of the execution of the Sale Deed, as stated in this Agreement.

(7) NOMINATION :-

(7.1) The VENDOR shall execute the Deed of Sale in regard to the Schedule B Property
either in favour of the VENDEE and/or his nominee/s, as required by the
PURCHASER, on the same terms and conditions as are contained herein.
However, the VENDOR shall notify the vendee at least three days prior to the
Completion Date, about the details of such Nominee.

(8) EXPENSES :-

(8.1) The VENDEE shall bear and pay the Stamp Duty and Registration charges and
conveyancing charges in regard to the Deed of Sale. Parties to bear their own
legal expenses.

(9) BREACH :-

(9.1) In the event of either party to this Agreement committing breach, the aggrieved
party shall be entitled to enforce specific performance of this agreement
including equitable reliefs.

(9.2) In the event of the breach being on the part of the VENDOR, as an alternative to
specific performance, the VENDEE shall in its sole discretion, be entitled to claim
and receive the refund of the whole of the Advance Consideration along with a
further sum of Rs.10,00,000/- (Rupees Ten lakhs only) towards liquidated
damages, as fairly estimated and agreed to by both parties, and further costs and
expenses incurred by the VENDEE, as a direct and immediate consequence of
such breach from the VENDOR, and the VENDOR shall also be liable to refund
forthwith the whole of the Advance Consideration received by them to the
PURCHASER along with interest @ 15% per annum until the date of actual
refund.

(9.3) In the event of breach being on the part of the VENDEE, as an alternative to
specific performance, the VENDOR shall be entitled to terminate the agreement
 and shall be entitled to forfeit from the Advance Consideration such costs,
expenses and losses incurred by the VENDOR, as a direct and immediate
consequence of such breach and refund the balance Advance Consideration
received by them to the VENDEE.

(9.4) In any event, if any of the representations of the Vendor are found to the
incorrect, the vendee is at liberty to terminate this agreement with prior notice to
the vendor and upon receiving such notice, vendor shall refund the advance
considerations paid in full within 3 days from the date of receipt of such notice
along with interest @ 15% from the date of receipt of such amount till the date of
repayment.

(9.5) The VENDORS agrees to hand over the schedule property completed in all
respects to the VENDEES on or before _______, with a grace period of 3 months .
That in the event of the failure on the part of the VENDORS to complete the
construction within the stipulated period, the VENDORS shall pay liquidated
damages of Rs.50,000/- per month, to the VENDEES, for each month‘s delay.

(10) MISCELLANEOUS

(10.1) Except for documents as may be executed by Vendor and Vendee pursuant
hereto, this Agreement supersedes all prior discussions, exchange of documents
or other papers or information and agreements, memorandum of understanding
with respect to the subject matter of this Agreement and this Agreement contains
the sole and entire agreement between the Parties hereto with respect to the
subject matter hereof.

(10.2) In the event of there being any dispute with regard to this agreement or the
interpretation of any terms hereof, including any proposed termination, or any
act, deed, matter and/or thing to be done by any of the parties hereto under any
of the terms, conditions and /or provisions of this Agreement, the same shall be
referred to a sole arbitrator in accordance with the terms and provisions of the
Arbitration and Conciliation Act, 1996 and the seat of arbitration shall be at
Hyderabad. The Arbitration shall be conducted in English language.

(10.3) No term of this agreement shall be modified or amended save by a written

document executed by both the parties.

(10.4) All notices, requisitions to be sent to the Vendor or to the Vendee shall be
deemed to have been validity sent if the same are sent to the addresses
mentioned in this Agreement or to such other changed address/addresses that
one party may notify the other in writing from time to time. The notice may be
 sent by facsimile and either by hand delivery or by registered/speed post
acknowledgment due.

(10.5) This agreement shall be executed in two counterparts, each of which executed
and delivered, shall be an original, but both the counterparts shall together
constitute one and the other instrument.

(10.6) The representations, warranties and indemnities given by either party under this
Agreement or otherwise shall remain in full force as on the Completion Date and
thereafter.

(10.7) The VENDORS shall form an Association for Commercial complex to be

constructed in the Schedule Property for the purpose of common and watch and
ward (security) and for the proper maintenance of common areas and amenities
and the VENDEES shall join the said Association and shall abide by the bye
laws, resolutions, rules and regulations of such Association and shall contribute
proportionately towards maintenance charges, Corpus fund and other amounts
payable to the Association as per such byelaws and resolutions etc.

SCHEDULE A PROPERTY
All that Plot No. 7,8 and 9 in Survey No.19, admeasuring 1745.72 Sq. Yards or
1459.64 Sq. Mtrs, situated at Ravi Enclave, in Kothaguda Village, Under GHMC,
Serilingampally Mandal, Ranga Reddy District, A.P., and bounded on the

NORTH BY : .

SOUTH BY : .

EAST BY :

WEST BY :.

SCHEDULE B PROPERTY

All that Shop/Office No.3 on Ground and First floor, admeasuring 5489 Sft,
constructed on portion of Plot No. 7, 8 and 9, in Survey No.19, Together with
undivided share of land admeasuring ________ Sq. yards out of 1745.72 Sq.
yards, situated at Ravi Enclave, in Kothaguda Village, Under GHMC,
Serilingampally Mandal, Ranga Reddy District, A.P., and bounded on the
 NORTH BY : Shop/Office No.2 & Staircase.

SOUTH BY : Open to Sky.

EAST BY : Office No.4/Ramp.

WEST BY : Main Road.

IN WITNESS WHEREOF, Both the parties have put their signatures unto this DEED OF
AGREEMENT OF SALE, on this day, month and year mentioned above.

WITNESSES:
1.

2.
1.

3.

4.

2.
5.

VENDORS

1.

2.

VENDEES