Certificate # : 21123107

GRN # : G0H2016J2339
Dated : 08.10.2016
Stamp Duty Paid : Rs. 100/-
AGREEMENT TO SELL

THIS AGREEMENT TO SELL is made at Gurgaon on this 10th day of October, 2016

BETWEEN

SHRI PRITHVI RAJ BANSAL [ PAN no. : ABHPB2050R ] son of late Shri Nathu
Ram Bansal R/o 514-B Hamilton Court, DLF Phase – IV, Gurgaon, Haryana
presently residing at 502-B Hamilton Court, DLF Phase – IV, Gurgaon,
Haryana(hereinafter called the VENDOR, which expression shall include his and
each of his respective legal heirs, executors, administrators, representatives,
assigns, nominees & transferees)of the one part ;

AND

M/s SARV SAI INDUSTRIES [ PAN no. : ABOFS5514J ], a partnership firm having
office at Plot # 33, Sector – 07, IMT MANESAR, Gurgaon through its Authorised
Signatory / Partner namely, SMT. SAROJ BALA ARORA wife of Shri B. R. Arora
resident of Flat # 304 Sunschit CGHS Ltd., Plot # GH-96 Sector-54, Gurgaon having
vested authority from Second Partner, Shri A. K. Bakshi son of Late Shri T. R. Bakshi
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resident of Plot # 358/2 Raja Park, Jaipur to sign this agreement to sell vide authority
letter dated 10.10.2016 (hereinafter called the VENDEE which expression shall
include his / her / their and each of his / her / their respective legal heirs, executors,
administrators, representatives, assigns, nominees & transferees)of the second part.

AND WHEREAS, the VENDOR is an allottee / owner of Industrial Plot bearing no.
394 situated in Sector - 08 of the revenue estate of IMT Manesar, Distt. Gurgaon
consisting of a plot of land admeasuring 1,012.5 Sq.Mtrs. and an Industrial Building /
Shed comprising of Ground Floor having a Total Built-up Area of 569.00 Sq. Mtrs.
thereon vide occupation certificate no. : HSIIDC/PD/UV/3156 dated 26.09.2011
which was allotted by HSIIDC Ltd. in favour of the VENDOR vide RLA no. : 10770
dated 07.07.2004 and subsequently executed Conveyance Deed was registered in
the office of Sub-Registrar, Manesar, Gurgaon vide Vasika no. 1952 dated
14.11.2014. The VENDOR is seized and possessed of and exclusively entitled to
deal with the entire PLOT and Built-up Area. (hereinafter collectively referred to as
the said “PROPERTY”)

WHEREAS, the VENDOR has declared that he has taken a loan/finance assistance
from his banker namely State Bank of India, First India Place, M.G. Road, Gurgaon
Branch against pledged the aforesaid PROPERTY as collateral and all the relevant
original documents pertaining to this PROPERTY are in possession of the Bank. The
VENDOR has further assured the VENDEE and declares that he will repay the entire
loan amount including interest due thereon and shall obtain all Original Documents
and No Dues Certificate from the Bank at the earliest, prior to the date of execution of
the sale deed in favour of the VENDEE

AND WHEREAS the VENDOR for its bonafide needs and requirements has agreed
to sell to the VENDEE and the VENDEE has agreed to purchase the said property
from the VENDOR with all rights, titles, interests, on the mutually agreed terms and
conditions mentioned herein. And for that the VENDOR has checked and seen the
plot alongwith the building thereon personally and has been satisfied with the present
condition of the building and the plot.

AND WHEREAS, after detailed discussions, negotiations and scrutiny of the

necessary documents by and between both the parties hereto in respect of various
aspects involved in the transaction, both the parties hereto have arrived at a specific
understanding whereby the VENDOR has agreed to sell and/or transfer his vested
interest/rights in the aforesaid PROPERTY to and in favour of the VENDEE and the
VENDEE has agreed to purchase from the VENDOR, his vested interest/rights in the
aforesaid PROPERTY and acquire all those VENDOR’S rights, title, claim and
interest whatsoever free from any and all third party rights, claims, liens, mortgages
for the consideration and upon other terms and conditions as mentioned
hereinbelow.

In order to ensure smooth implementation of understanding and also to avoid any

unforeseen conflict whatsoever between both the parties hereto, both parties have
decided to reduce to writing the terms of their understanding arrived between
them. Now, therefore, this agreement to sell witnessesth as follows:

1. The VENDOR has agreed to sell / transfer to and in favour of the VENDEE and
the VENDEE has agreed to purchase from the VENDOR and acquire all those
VENDOR’S rights, title, claim and interest whatsoever in the aforesaid
PROPERTY against a total consideration amount of Rs. 2,10,63,000/- (Rupees
Two Crores Ten Lakh Sixty Three Only) in respect thereof free from any and
all liens, charges mortgage, attachments encumbrances and third party rights.
And the Final date of execution of the Sale Deed before the sub-registrar
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 Manesar, Gurgaon, has been decided mutually i.e. on or before 30.11.2016

2. Out of the total sale consideration amount of Rs. 2,10,63,000/- (Rupees Two
Crores Ten Lakh Sixty Three Thousand Only), the VENDOR has received a
sum of Rs. 51,00,000/- (Rupees Fifty One Lakh Only) as an advance amount
as mentioned hereinbelow from the VENDEE

Mode of Advance Payments :-

a) By Cheque no. 468253 dated 10.10.2016 of Rs. 51,00,000/- ( Rupees Fifty
One Lakh Only) drawn on INDIAN Bank, IMT Manesar, Gurgaon in favour of
Shri Prithvi Raj Bansal (*The cheque payment is subject to the realization of the cheque from
the Bank)

3. Immediately on receipt of the original documents from the Bank, the VENDOR
shall apply on-line for the transfer request and shall sign all the requisite papers
required for seeking permission for PTL from HSIIDC Ltd. for transfer of the
aforesaid PROPERTY to and in favour of the VENDEE and submit all these
papers such as Original Allotment Letter (RLA), Transfer Request, Indemnity
Bond, Undertaking, Architect Certificate and online Transfer Request
Application form duly signed by the VENDOR and the VENDEE to HSIIDC Ltd.,
and shall provide the photocopy of complete set of the transfer documents
submitted to HSIIDC Ltd. and its acknowledgement to the VENDEE. The
VENDOR will be solely responsible for taking the transfer permission to and in
favour of the VENDEE. And the transfer fee, processing fee, service Tax other
miscellaneous charges pertaining to transfer Permission (PTL) of HSIIDC Ltd.,
shall be paid and borne by the VENDEE at the time of applying the PTL to
HSIIDC Ltd.

4. The Balance consideration amount of Rs. 1,59,63,000/- (Rupees One Crore

Fifty Nine Lakh Sixty Three Thousand Only) shall be paid by the VENDEE to
the VENDOR by demand draft only, on receipt of Provisional Transfer
Permission (PTL) to and in favour of the VENDEE on or before 30.11.2016
after the deduction of 1% TDS on total sale consideration price of as per
Income Tax Act effective from 01.06.2013. and the VENDEE shall provide the
receipt/certificate of deduction of tax at source before the execution of the Sale
Deed to the VENDOR. and The VENDOR shall provide the photocopy of the
Provisional Transfer Permission (PTL) received to the VENDEE .

On receipt of the said balance payment of Rs. 1,59,63,000/- ( Rupees One

Crore Fifty Nine Lac lac Sixty Three Thousand Only) by demand draft under
clause # 4, the VENDOR shall execute the sale deed in the office of the Sub-
Registrar, Manesar, Gurgaon to and in favour of the VENDEE, and shall hand
over all the original papers related to the plot and the building thereon and shall
performs compliance of Provisional Transfer Permission (PTL) in the office of
the Addl. GM (Estate), HSIIDC Ltd., IMT Manesar, Gurgaon, and shall hand
over the Physical Possession of the Plot and the Building thereon to the
VENDEE.

5. Immediately after receipt of the payment under clause # 4 and the execution of
the Sale Deed to and in favour of the VENDEE, the VENDEE will have
exclusive right to utilise and/or caused to be utilised the aforesaid PROPERTY
and every part thereof in the manner as the VENDEE in its respective discretion
deem fit.

6. That the VENDOR hereby declared that he has paid all the enhancement
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 charges alongwith the interest thereon, till date, against this plot to HSIIDC Ltd,
IMT Manesar, Gurgaon. However, in future any amount from the paid-up
enhancement charges shall be refunded by HSIIDC Ltd., then the said
refunded amount will be paid by the VENDEE to the VENDOR immediately.
and in future if any enhancement shall be demanded by the HSIIDC Ltd., on
this plot the same shall be paid and borne by the VENDEE after execution of
the sale deed.

7. The VENDOR do hereby further declare and confirm that simultaneously with
execution of the Sale Deed and performing the compliance of PTL, the
VENDOR will be left with no right, title, claim and interest whatsoever in the
aforesaid PROPERTY or any part thereof in any manner and that so far as the
VENDOR is concerned, his and each of his right, claim, interest whatsoever
therein shall become the exclusive PROPERTY of the VENDEE with exclusive
right to deal therewith in the manner as the VENDEE in its absolute discretion
deem fit.

8. Further, immediately upon the VENDEE acquiring title of the aforesaid

PROPERTY shall vest in and belong to the VENDEE and the VENDOR do
hereby undertake to do each and every act, deed, matter and thing and sign
each and every paper, documents etc., which shall or may from time to time be
required to be done and/or signed in order to enable the VENDEE to become
an absolute owner of the aforesaid PROPERTY.

9. All charges payable in respect of completion of the transaction like transfer /

processing fee and other miscellaneous expenses levied by HSIIDC Ltd. and
stamp duty and processing fees to execute the Sale Deed at the office of Sub-
Registrar shall be paid and borne exclusively by the VENDEE.

10. All or any arrears, dues, charges, fines and penalties, till the date of execution
of the Sale Deed that may be due or levied or imposed by HSIIDC or any other
authority while granting such permission for transfer of the said plot / the
aforesaid PROPERTY or pertaining to any period prior to the execution of sale
deed in favour of the VENDEE shall be borne and paid by the VENDOR. In
case any such demands, dues and outstanding are not disclosed or arised or
become known later-on, up to the period of execution of the Sale Deed i.e.
30.11.2016, the same shall be borne by the VENDOR.

11. The VENDOR has installed an electricity load of 49 KW for which the VENDOR
has paid security deposit of Rs. …………......../- (Rupees ..................................
.....................................................................................) The same amount will
be reimbursed in cash by the VENDEE to the VENDOR before the execution of
the Sale Deed, against receipt of the payment of the Paid-up Security deposit.

12. The VENDOR has agreed with the VENDEE that the VENDOR will bear the
water, sewages and electricity expenses, maintenance charges, if any, till the
date of execution of the Sale Deed uptill 30.11.2016

13. The VENDOR do hereby undertake not to do any act, deed, matter and thing
nor shall allow any other person to do any such thing or take any step, which
could directly or indirectly adversely affect the transfer transaction or any of the
rights, title, claim and interest arises to or vested in the VENDEE in terms
hereof or in any way cause any obstruction in the completion of the transfer
transaction as stated herein.

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14. In the event of the VENDEE failing to perform its obligation in compliance
any/with the terms hereof upto 30.11.2016, the VENDOR shall be entitled to
forfeit an amount Rs. 51,00,000/- ( Rupees Fifty One Lakh only ) as an advance
earnest money paid by the VENDEE to the VENDOR and the remaining
amount of Rs. 24,00,000/- shall be refunded to the VENDEE by the VENDOR
which was paid under clause # 2 and this agreement shall stand terminated and
cancelled with no claim and rights of the VENDEE on the said property.

15. In the event of the VENDOR failing to perform his obligations in compliance
with the terms hereof upto 30.11.2016, The VENDEE shall have executed the
Sale Deed in his favour by Specific Performance of the Contract through the
Court of Law at the risk and cost of the VENDOR. It is clarified that the cost so
incurred by the VENDEE shall be recovered by the VENDEE out of the
payment(s) those may be payable by the VENDEE to the VENDOR on the
execution date of the Sale Deed.

16. In case if the PTL is not received from HSIIDC Ltd. uptill 30.11.2016 due to any
unavoidable circumstance inspite of our doing the best efforts in that case the
execution date of the sale deed will be extended for a very short reasonable
time with the mutual consents of both the parties in written.

IN WITNESS WHEREOF, the parties hereto have duly executed these presents the
day, month and year first above written.

PRITHVI RAJ BANSAL

VENDOR

Saroj Bala Arora

For SARV SAI INDUSTRIES
Authorised Signatory / Partner
VENDEE

WITNESSES :

1. …………………………… 2. ……………………………
……………………………… ………………………………
……………………………… ………………………………
……………………………… ………………………………
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