AGREEMENT TO SELL

This AGREEMENT TO SELL is made at NOIDA on this ____ day of December 2021 between
the following parties:-

SH. SATISH SWAROOP [PAN: BHTPS1862F] S/O SH. ANAND SWAROOP R/O FLAT
NO. 20014, FIRST FLOOR, TOWER-20, ATS ADVANTAGE, AHINSA KHAND-1,
INDIRAPURA, GHAZIABAD, U.P. (Hereinafter called the VENDOR, which expression shall
unless contrary or repugnant to the context thereof include its successors and assigns) of the
First part.

AND

SH. SHIV BANSAL [PAN: AAPPB7757A] S/O SH. L.N. BANSAL R/O FLAT NO. 09073,
TOWER-N-9, ATS ADVANTAGE, PLOT NO. 17, AHINSA KHAND-1, INDIRAPURA,
GHAZIABAD, U.P. of the Second part. (Hereinafter called the VENDEE, which expression shall
unless contrary or repugnant to the context thereof include its successors and assigns) of the
Second part.
IN RESPECT OF

LEASE HOLD LAND having area measuring 450 sq meters being ‘Industrial Plot of land’
bearing No. 451 Block –F, Sector-63, Noida, Situated in Layout plan of New Okhla Industrial
Development Authority area , Gautam Budh Nagar , U.P. along-with FACTORY BUILDING
built thereupon the said Industrial Plot (Hereinafter referred to as PROPERTY) .

WHEREAS the Vendor represented before the Vendee as under:-

• That Vendor is the sole and absolute owner of LEASE HOLD LAND having area
measuring 450 sq meters being ‘Industrial Plot of land’ bearing No. 451 Block –F,
Sector-63, Noida, Situated in Layout plan of New Okhla Industrial Development
Authority area , Gautam Budh Nagar , U.P. along-with FACTORY BUILDING built
thereupon the said Industrial Plot hereinafter called the 'said property'.

• That the property is fully paid to NOIDA Authority including payment of ONE TIME
LEASE RENT for the balance lease tenure in its entirety, as such now no amount of
NOIDA Authority or any other statutory Authority is due/ outstanding against the said
property. However, if any amount on any other account is found due/ outstanding
against the property, the same shall be the sole and exclusive liability and
responsibility of the Vendor and borne by the Vendor only.

• That the said ‘Property’ except mortgage charges by Axis Bank Ltd, is free from all
other encumbrances, charges, liens, decree, suits, surety, attachments, demands,
injunctions, right of claim by way of sale, gift and share therein and the Vendor has
not been restrained by any court of law or any other statutory authority to transfer the
same.

• That subject to release of mortgage, the Vendor is competent and entitled to dispose
off and convey the said property to any person or party in any and whatsoever
manner. If some body else claims any right, title and interest in the said property as
owner or otherwise or raise any objection for the sale of the same to the Vendee, then
the Vendor shall be liable and responsible to make good the losses thus suffered by
the Vendee beside payment of damages as demanded by the Vendee.

• That Vendor is desirous to sell said property against the valuable sale consideration
amounting to Rs.2,20,00,000/- (Rupees Two Crore Twenty Lakh only).

AND WHEREAS the Vendee aforesaid believing the above said representations of the VENDOR
to be true and correct and assurance of the Vendor to execution of final Transfer/ Sale Deed on
or before 90 days from the date of this Agreement, has agreed to purchase the said property
offered by the VENDOR on terms and conditions, which are mutually agreed by both the parties
and the Vendor will be sole responsible for the Transfer (Transfer Permission) the said property
from the Noida Authority in favour of Vendee and his/her nominees - the VENDOR and the
VENDEE , detailed hereafter:-
NOW THIS AGREEMENT TO SELL WITNESSETH AS UNDER:

1. That the VENDOR hereby agree to sell unto the VENDEE and the VENDEE agrees to buy
the said PROPERTY LEASE HOLD LAND having area measuring 450 sq meters being
‘Industrial Plot of land’ bearing No. 451 Block –F, Sector-63, Noida, Situated in Layout plan of
New Okhla Industrial Development Authority area , Gautam Budh Nagar, U.P. along-with
FACTORY BUILDING built thereupon the said Industrial Plot along with the lease hold rights
of the Vendor in the aforesaid PROPERTY against the consideration amounting to
Rs.2,20,00,000/- (Rupees Two Crore Twenty Lakh only) against which the VENDOR shall
sell, convey, assign and transfer all rights, titles, interests, whatsoever these may be vested in the
said property AND utilities such as Electricity connection of 80 KVA, water/ sewer connections
and goods lift, connected/ lying therein the said property inclusive of Security Deposits etc AND
provide to the Vendee with clear, clean and good marketable title of the aforesaid property free
from all kinds of encumbrances, charges, liens, attachments, demands, claims.
2. That the period for affecting the transfer of the aforesaid property as mutually agreed between
the parties is 90 days from the date of this Agreement. The Vendor shall obtain No Dues
Certificate from the Accounts Office, Noida, No Dues Certificate from the Jal Department
(NOIDA), No Objection Certificate from District Industries Center/ Industries Department of
Govt. of India, Last paid Electricity bill from the Electricity Department, and provide the same to
the Vendee to enable him to apply for transfer permission of NOIDA Authority .The Vendor shall
obtain and provide the Vendee all other No Dues/ No Objection Certificates required for the
purpose of transfer of the property as a functional plot in favour of the Vendee.

3. That the vendor has received the sum of Rs.2,10,00,000 /-(Rupees Two Crore Ten Lakh
only) as ADVANCE AND PART PAYMENT from the Vendee against the sale of PROPERTY,
the receipt of which sum the Vendor do hereby acknowledge from the Vendee in the following
manner:-

A)

4. Now this agreement to sell witnesses that the sum of Rs. 10,00,000/- (Rupees Ten Lakh
Lakh only) of the Vendor yet to be paid by the Vendee against sale of the PROPERTY, which
shall be paid by the Vendee to the Vendor on or before 30 days (at the time of execution and
registration of final Transfer Deed cum Sale Deed). The balance payment will payable in the
following manner:-

a) Rs.10,00,000/- will be paid at the time of Final Transfer Deed/Registry .

5. The payment of consideration shall be made by the Vendee subject to deduction of TDS (As
per Government rule) on sale of Property; for which the the Vendee shall provide the Vendor the
TDS Deposit receipts as per Income Tax Rules.

6. This Agreement to Sell further witnesses that the Vendor has handed over the copies of
documents pertaining to the property to the Vendee. The Vendor further undertake to handover
the chain of Original Property documents' at the time of applying Transfer application in the
Noida Authority in favour of Vendee.

7. That the Vendor hereby assures the Vendee that the property is fully paid (including One time
Lease Rent paid) to NOIDA as such now no amount of NOIDA Authority or any other statutory
authority is due/ outstanding. If any amount, pertaining to period the subject property had been
under the possession of the Vendor, is found due/ outstanding even after registration of final
Transfer Deed, the same shall be the liability of the Vendor. And the Lease rent of the said
property is upto-date.

8. That the VENDOR shall sign and deliver the required documents to the Vendee to enable him
to obtain transfer permission from New Okhla Industrial Development Authority. The Vendor
undertakes to present in person, as and when it is required, before the officials of the Industrial
Department of the Authority to personally verify the Transfer Application.

9. That the VENDOR shall execute the Transfer Deed / Sale Deed of the said property on or
before 90 days.

10. That the transfer charges, cost of the stamp duty and registrations fee etc for registration of
Transfer Deed in respect of the property shall be borne by the VENDEE.

11. That the VENDOR and the VENDEE are bound and shall be entitled to effect the transfer of
the property in question by the Specific Performance and to do all such acts and to present
themselves before concerned/ appropriate authorities for execution of Transfer Deed.

12. The Vendor do hereby give irrevocable undertaking to always keep indemnified the Vendee
against any demands/ claims which may be raised by U. P. Trade Tax Department/ Custom and
Central Excise/ U. P. Power Corporation/ Noida Authority/ Financial institution(s)/ Bank(s)/
Directorate of Industries and/ or any other statutory liability pertaining to the period till
execution and registration of final Transfer/ Sale Deed of the property AND the VENDOR
undertake to pay all such liabilities that may even arise even subsequent to execution of transfer
deed of the property in favor of the VENDEE.

IN WITNESS WHEREOF the parties to this Agreement to Sell have signed it on this day, month
and year noted first here above this Agreement to Sell in presence of the following witnesses:-

WITNESSES PARTIES

1. VENDOR

2. VENDEE