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Q1) Specific business activities of the company and proposed location of the company

Specific Business Activities of the Company:

Name of the hotel: Terra and Mare Hotel
Location: Bamon Vaddo, Candolim, Goa
Number of rooms: 52
Land: 13000 square feet
Departments in the hotel:
• Front office
• Housekeeping
• Kitchen
• Restaurants
• Sales
• Security
• Back off
• Finance
• Hr
• Store rooms
• Cafeteria
• Controller room
• Training department
• IT office
• Engineering Departments

2) Proposed investment in the company (share capital and debt)

The estimated investment in the company is around 17 crores and in order to keep a good mix of debt-
to-equity the investment will funded by 12 crores of Debt and 5 crores of Equity.
Since we are entering into the hospitality industry this is minimum amount to start a decent hotel
keeping in mind the geographical location.
This particular mix of 12 crore debt and 5 crore equity was taken into consideration after discussing
about the good capital mix and keeping the leverage ratio near to 2:1, which is healthy for the start-
ups in long run and helps in raising funds in future.
12 crores of debt will be raised through loans, private investors and government scheme and 5 crores
of equity will be funded through the personal investment and angel investors.

3) Proposed number of employees of the company

In the initial phase of the set-up, the number of employees required for the company would be around
130-140, which will include Chefs, Waiters, Receptionists, Managers and Assistance Staff,
Housekeeping staff and Security staff.

4) Proposed investment in fixed assets of the company

The Fixed Assets required to setup the company would be as follows
- Land & Building (Rs. 10 Crores)
- Kitchen setup (Rs. 50 Lakhs)
- Furniture and interior (Rs. 2 crores)
- Company Vehicle (Rs. 50 Lakhs)

5) List of specific actions required to make the company operational, e.g. lease/purchase premises,
hire employees, etc.

▪ Decide the concept of restaurant and hotel

▪ Decide the location of your restaurant
▪ Evaluate costs involved
▪ Design a menu and room category template
▪ Get investment to fund the business
▪ Register the company and get all the licenses required to start the business
▪ Arrange vendors and suppliers to get the basic raw materials for the restaurant and to set up the
Hotel rooms
▪ Get the workforce for the business
▪ Lastly the marketing of the business is must to make it profitable and running

6) List of Acts, Rules and Regulations that the company needs to comply with to be fully legally

Licenses required for opening a hotel

1. Registration under companies Act

2. Opening of bank account
3. Police License / Registration.
4. A license under Shops & Establishments Act
5. A license under Prevention of Food Adulteration Act.
6. Registration under the Contract Labour Act.
7. Registration under the Pollution Control Act.
8. Registration under the Provident Fund and ESI Act
9. Registration & Permits under the Motor Vehicle Act for Tourist Coaches / Taxies.
10. Eating House License
11. Sign Board Directions, Neon Signs.
12. License to deal in Foreign Exchange under FEMA.
13. Cold Storage License, (if over 25 cubic ft.)
14. License for Boiler & Generators and Mixers and Grinders
15. Sale of Licence
16. Temporary License for Awnings & covering of Terrace during monsoon.
17. Building Completion Certificate.
18. Copy Right License for Playing of Music.
19. Lodging House License
20. Approval from the Department of Tourism, Government of India.
21. Building permit
22. Fire safety permit
23. Health trade license
24. FSSAI food business license
25. GST registration
26. Certificate of environment clearance
27. Registration of land
28. Goa Fire force act
29. Goa Public health act
30. Goa shops and establishment act
31. Legal metrology and trademark act
32. Purchase of land

7) List of registrations, permissions, licences and NOCs required from statutory authorities under
these Acts, Rules and Regulations to be fully operational. Specific procedure for obtaining these
registrations, permissions, licences and NOCs, clearly stating the application form, annexures required
to be attached to the form, authority to whom this application is to be submitted, fee and the
respective sections/rules/regulations applicable for obtaining one


1. Registration under companies act,2013:

1. Obtain Digital Signatures

Nowadays various document prescribed under the Companies Act, 2013, are required to be
filed with the digital signature of the Managing Director or Director or Manager or Secretary
of the Company, therefore, it is compulsorily required to Obtain a Digital Signature Certificate
from authorized DSC issuing authority for at least one director to sign the E-forms related to
incorporate like form INC.1 and other documents.

2. Obtain Director Identification Number [Section 153]

As per 153 of the Companies Act, 2013, every individual intending to be appointed as director
of a company shall make an application for allotment of Director Identification Number in
form DIR.3 to the Central Government in such form and manner and along with such fees as
may be prescribed.

Therefore, before submission of e-Form INC.1 for availability of name, all the directors of the
proposed company must ensure that they are having DIN and if they are not having DIN, it
should be first obtained.

3. Name availability for proposed company

As per section 4(4) read with Rule-9 of Companies (Incorporation) Rules, 2014,application for
the reservation/availability of name shall be in Form no. INC.1 along with prescribed fee of Rs.
1,000/-. In selection of Company name should be in accordance with name guidelines given
in Rule-8 of Companies (Incorporation) Rules, 2014.

Note: MCA has prescribed certain rules for name availability so it is advisable to check
guidelines for the same before applying for name. Refer Rule-8 of Companies (Incorporation)
Rules, 2014.

After approval of name ROC will issue a Name availability letter w.r.t. approval for availability
of name for a proposed company.

Validity of Name approved by ROC: As per section 4(5), maximum time for which name will
be available has been prescribed in the law itself under section 4(5). The name will be valid
for a period of 60 Days from the date on which the application for Reservation was made.

Note: The applicant cannot start business or enter into any agreement, contract, etc. in the
name of the proposed company until and unless a certificate of registration is issued by the
registrar of companies as per the provisions of the Companies Act, 2013 and the rules made
there under.

4. Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA)

Drafting of the MOA and AOA is generally a step subsequent to the availability of name made
by the Registrar. It should be noted that the main objects should match with the objects
shown in e-Form INC.1. These two documents are basically the charter and internal rules and
regulations of the company. Therefore, it must be drafted with utmost care and with the
advice of the experts and the other object clause should be drafted in a very broader sense.

As per section 4(6) the memorandum of a company shall be in respective forms specified
in Tables A, B, C, D and E in Schedule I as may be applicable to such company.

As per section 5(6) the articles of a company shall be in respective forms specified in Tables
F, G, H, I and J in Schedule I as may be applicable to such company.

5. Application for incorporation of a private company

As per Rule-12 of Companies (Incorporation) Rules, 2014, application for incorporation of a

private and Public company, with the Registrar, within whose jurisdiction the registered office
of the company is proposed to be situated, shall be filed in Form no. INC 7 [Rule 12 to 18]
along with Form no. INC.22 for situation of registered office of the Company, (as the case
selected in form no. INC 7) and DIR -12 with the following attachments:

Form no. INC 7 Attachments: (Read with Section 7 of Companies Act, 2013)

i. Memorandum of Association as per Table A of schedule I

ii. Articles of association as per Table F of Schedule I

iii. Declaration in Form No. INC-8 by Professionals. (As per Rule-14 of Companies
(Incorporation) Rules, 2014, A declaration in the prescribed form by an advocate, a CA, CMA
or CS in practice who is engaged in the formation of the company, and by a person named in
the articles as a director, manager or secretary of the company, that all the requirements of
this Act and the rules made there under in respect of registration and matters precedent or
incidental thereto have been complied with;)

iv. Affidavit from each of the subscriber to the Memorandum in Form No. INC-9 as perRule-
15 of Companies (Incorporation) Rules, 2014, (an affidavit from each of the subscribers to the
memorandum and from persons named as the first directors, if any, in the articles that he is
not convicted of any offence in connection with the promotion, formation or management of
any company, or that he has not been found guilty of any fraud or misfeasance or of any
breach of duty to any company under this Act or any previous company law during the
preceding five years and that all the documents filed with the Registrar for registration of the
company contain information that is correct and complete and true to the best of his
knowledge and belief;)

v. Proof of residential address (the address for correspondence till its registered office is

vi. For verification of signature of subscribers [Pursuant to rule 16 (1)(q) of companies

(Incorporation) Rules, 2014 in form no. INC – 10

vii. NOC in case there is change in the promoters (first subscribers to Memorandum of

viii. Proof of Identity (the particulars of name, including surname or family name, residential
address, nationality and such other particulars of every subscriber to the memorandum and
the particulars of the persons mentioned in the articles as the first directors of the company
along with proof of identity, as may be prescribed, and in the case of a subscriber being a body
corporate, such particulars as may be prescribed;)

ix . Entrenched Articles of Association, if any.

Note: Where the articles contain the provisions for entrenchment, the company shall give
notice to the Registrar of such provisions in Form No. INC.7, as the case may be, along with
the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time
of incorporation of the company.

x. PAN Card (in case of Indian national)

xi. Copy of certificate of incorporation of the foreign body corporate and proof of registered
office address

xii. Certified true copy of board resolution/consent by all the partners authorizing to subscribe
to MOA

xiii. Optional attachment, if any

xiv. Form no. DIR.12:

As per Rule-17 of Companies (Incorporation) Rules, 2014, the particulars of each person
mentioned in the articles as first director of the company and his interest in other firms or
bodies corporate along with his consent to act as director of the company shall be filed in
Form No.DIR-12 along with the fee as provided in the Companies (Registration offices and
fees) Rules, 2014. Along with the above details in the Form no.INC.7, Form no.DIR 12 to be
filed with the following attachments:


1. Declaration by first director in Form INC-9 is mandatory to attach in case of a new


2. Declaration of the appointee Director, in Form DIR-2;

3. Interest in other entities of director it is mandatory to attach in case number of

entities entered is more than one.

4. Optional attachment(s), if any

xv. Form no. INC 22:

As per Rule 25 of Companies (Incorporation) Rules, 2014, verification of registered office shall
be filed in Form No.INC.22 along with the fee.

Section 12(2) of the Companies Act, 2013 states that the Company shall furnish to the
Registrar verification of its registered office within a period of thirty days of its incorporation
in such manner as may be prescribed.

Section 12(4) of the Companies Act, 2013 states that Notice of every change of the situation
of the registered office, verified in the manner prescribed, after the date of incorporation of
the company, shall be given to the Registrar within fifteen days of the change, who shall record
the same.

Along with the above details in Form No. INC.7, Form no.DIR.22 to be filed with the following


1. Proof of Registered Office address (Conveyance/Lease deed/Rent Agreement along

with the rent receipts) etc.; or

(the notarized copy of lease / rent agreement in the name of the company along with a copy
of rent paid receipt not older than one month; or the authorization from the owner or
authorized occupant of the premises along with proof of ownership or occupancy
authorization, to use the premises by the company as its registered office); and

1. Copies of the utility bills as mentioned above (not older than two months) (the proof
of evidence of any utility service like telephone, gas, electricity, etc. depicting the
address of the premises in the name of the owner or document, as the case may be,
which is not older than two months)
2. List of all the companies (specifying their CIN) having the same registered office
address, if any;
3. Optional attachment, if any

From above we can easily understand that lots of Information is to be arranged for
Incorporation of a Company under Companies Act, 2013. So it is also important to understand
the purpose of E-Form INC-7.

E-Form INC-7deals with incorporation of a new company (other than OPC). This E-Form is
accompanied by supporting documents such as details of Directors/subscribers, the
Memorandum of Association (MoA) and Articles of Association (AoA) and evidence of
payment of stamp duty. Once the E-Form is processed and found complete, a company is
registered and CIN is allocated.

Please note the following:

1. User is required to file E-Form INC-7 for incorporation of Company other than OPC
within sixty days from the date of application of reservation of name in E-Form INC-
2. It is suggested that E-Form DIR-12 and E-Form INC-22 should be filed together at the
time of filing of E-Form INC-7 when address for correspondence is the address of
registered office of the company.
3. In case the address for correspondence is not the address of the registered office of
the Company, user is required to file INC-22 within 30 days of its incorporation.
4. Stamp duty on E-Form INC-7, Memorandum of Association (MoA) and Articles of
Association (AoA) can be paid electronically through the MCA portal and in such case
submission of physical copies of the uploaded E-Form INC-7, MoA and AoA to the
office of ROC is not required.
5. Payment of stamp duty electronically through MCA portal is mandatory in respect of
the States which have authorized the Central Government to collect stamp duty on
their behalf.
6. Now eStamp duty payment is to be done online through MCA portal for all the states.
7. User is required to scan the photograph of every subscriber with MOA and AOA.


If after filling the Requisite forms for incorporation with the Registrar of Companies along with
fees, ROC is satisfied with the contents of the documents filed, ROC will issue the Certificate
of incorporation in Form no.INC 11 as directed by Rule-18 of Companies (Incorporation) Rules,

Declaration at the time of commencement of business

As per Rule-24 of Companies (Incorporation) Rules, 2014, the declaration filed by a director
shall be in Form No. INC.21 along with the fee as and the contents of the form shall be verified
by a Company Secretary in practice or a Chartered Accountant or a Cost Accountant in

Provided that in the case of a company requiring registration from sectoral regulators such as
Reserve Bank of India, Securities and Exchange Board of India etc, the approval from such
regulator shall be required.
Pursuant to Section 11(1)(a) of the Companies Act, 2013 and Rule 24 of the Companies
(Incorporation ) Rules, 2014, Declaration prior to the commencement of business or exercising
borrowing powers in Form No. INC.21 along with the following attachments:

a. Specimen signature in form INC.10.

b. Certificate of Registration issued by the RBI (Only in case of Non-Banking Financial

Companies)/ from other regulators

c. (Optional attachment(s) (if any)

Additional Information:

As per Rule-16(1) of Companies (Incorporation) Rules, 2014, Particulars of every subscriber to

be filed with the Registrar at the time of incorporation:

a. Name (including surname or family name) and recent Photograph affixed and scan with
MOA and AOA,

b. Father’s/Mother’s/ name,

c. Nationality,

d. Date of Birth:

e. Place of Birth (District and State):

f. Educational qualification:

g. Occupation:

h. Income-tax permanent account number:

i. Permanent residential address and also Present address (Time since residing at present
address and address of previous residence address (es) if stay of present address is less 24
than one year) similarly the office/business addresses.

j. E-mail id of Subscriber;

k. Phone No. of Subscriber;

l. Fax no. of Subscriber (optional)

Explanation.- information related to (i) to (l)shall be of the individual subscriber and not of the
professional engaged in the incorporation of the company;

m. Proof of Identity:

For Indian Nationals:

• PAN Card (mandatory) and any one of the following

• Voter’s identity card
• Passport copy
• Driving License copy
• Unique Identification Number (UIN)
For Foreign nationals and Non Resident Indians
• Passport
n. Residential proof such as Bank Statement, Electricity Bill, Telephone / Mobile Bill:

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than
two months old.

o. Proof of nationality in case the subscriber is a foreign national.

p. If the subscriber is already a Director or Promoter of a Company(s), the particulars relating


1. Name of Company
2. Corporate Identity Number
3. Whether Interested as a Director or Promoter

q. the specimen signature and latest photograph duly verified by the banker or notary shall
be in the prescribed Form No. INC.10

2. Opening of bank account:

There is nothing called least documentation when it comes to opening a bank account as there
are certain mandatory requirements which has to be fulfilled by every company, nothing less
and nothing more.
You need the following things :
1. Company Incorporation Certificate.
2. MoA and AoA.
3. PAN Card of Company.
4. Board resolution stating the obvious that the company wants to open a bank account
along with stating who would be operating the account along with what facilities are being
asked for I.e. net banking or mobile banking or cards for the person operating the account.
5. Address proof as prescribed by bank norms. Please note that VAT registration is not
considered as proof by banks despite it being a govt document.
6. KYC of the person authorized to operate the account as per the board resolution.
7. Cheque of certain amount depending upon type of account from one of the director’s
Once you have these, you have to sign n fill the account opening form and submit to bank.
Bank would verify your documents and then your address for company office etc.
Cheque Books and Debit Cards , Net banking user id & passwords are delivered by post at
office address.

3. Purchase of land, purchase/construction of building:

Registration procedure and documents required

The land registration process in India is governed by ‘Section 17’ under the Registration Act,
1908, applicable to whole of India except the state of Jammu and Kashmir. It guarantees
buyers the title of the immovable property that is valued over Rs. 100.

• The property/land documents need to be submitted to the Sub-Registrar of Assurances

within whose jurisdiction the property is located. For registration of the documents, the
authorized signatures of seller and buyer need to be presented along with two witnesses.
• A proof of payment of stamp duty should also be presented to the sub-registrar along with
the property card.
• The signatories should carry along a proof of identity with them for the land registration
• The documents that are to be taken as identity proof and are accepted for the purpose in
India include Aadhar Card, PAN Card or any other proof of identity issue by the government
of India.
• In case a real estate company is part of the property agreement, the person representing
the company needs to carry authorized, related registration documents like the letter of
authority or power of attorney based on the stamp act and registration act.
• In any case, if there is a deficit in the stamp duty , the sub-registrar has all the rights to reject your
registration procedure and registration documents.

4. Purchase of kitchen and restaurant equipment and furniture

5. Planning and organization of processes and systems.

6. Police License / Registration

• Registration of land document (DALIL)

• Registration of new hotel form of Government of Goa under section 7 of
Registration of tourist trade act 1982 and rules 1985

7. A license under Shops & Establishments Act

The application form should contain the following: -

• The name of the shop

• The postal address of the establishment
• The proof of ownership such as the rent agreement or shop lease papers to the
local chief inspector of the shop or other inspectors
8. Registration under Prevention of Food Adulteration Act

Application form for grant/ Renewal of licence under the Provisions of the Prevention of food
Adulteration, Government of India

9. Registration under the Contract Labour Act.

▪ For obtaining registration under the CLRA Act, an application has to be filed to the
Labour Officer of the respective District in the prescribed form (Form 1) along with
the prescribed fee which depends on the number of contract labour (total number
under all contractors put together).
▪ Application for grant of license shall be made to the licensing officer, in triplicate
Form IV, accompanied by a certificate issued by the principal employer in form V
and online payment receipt showing deposit of security and payment of license
fee. Security deposit @ Rs. 500/- for each workman to be employed as contract
labour shall be deposited by the contractor.

10. Registration under the Pollution Control Act.

Category – A
o Consent to establish application in prescribed format
o Adequate fees prescribed for obtaining consent to establish
o Land schedule of the site with supportive documents like Registration/lease / sale deed
o Detail project report (DPR)
o Vicinity map indicating distance from the following :
▪ Plant layout map* of appropriate scale superimposed with revenue map of area
clearly showing the following:
▪ EIA/EMP report prepared as per TOR (if proposal requires environmental
clearance as per EIA notification, 2006 of MoEF, Govt. of India)
▪ Copy of approved mining plan from IBM/ Ministry of Coal as the case may
be. (for mining project only)
▪ Copy of mining lease (for mining project only)
▪ Copy of environmental clearance (if applicable) for only the project
located within critically polluted area.

11. Registration under the Provident Fund and ESI Act:

o License or Registration Certificate issued under Shops and Establishment Act or
Factories Act, if available,
o Partnership Deed or Memorandum and Articles of Association or Trust Deed,
depending upon the constitution of the ownership of the establishment,
o Registration No. and/or Certificate of commencing of production of CST/ST, if
o List of Directors or Partners,
o Address Proof of the Factory/Firm/Establishment and PAN Card,
o Evidence in support of the date of commencement of business/ production, Copy of
bank statement/ Cancelled cheque.
12. Registration & Permits under the Motor Vehicle Act for Tourist Coaches / Taxies.

• Vehicle Registration Certificate

• Vehicle Permit
• Vehicle Insurance Certificate
• Vehicle Fitness Certificate
• Driver Licence
• Driver Photo
• ID proof of Owner (Pancard/Aadhaar card)
• ID proof of Driver (Pancard/Aadhaar card)

13. Eating House License.

• Documents to prove the legal occupancy of the place of Eating House and in the
case of tenancy, NOC from the landlord
• Site Plan containing details of the size of Eating House
• Photographs of the place showing its usage as an Eating House
• Photocopy of Valid NDMC/MCD/DCB/Airport Authority of India trade license and
free receipt.
• Residence proof of the applicant
• An affidavit on the stamp paper of Rs 10 duly attested by Notary Public
• Fire NOC, if the seating capacity of the eating house is 50 or more
• Undertaken with regard to amusement activities
• Undertaking regarding the installations of CCTV Cameras with 30 days recording

14. License to deal in Foreign Exchange under FEMA.

• Copy of Certificate of Incorporation and Certificate of Commencement of the

• Memorandum of Association and Articles of Association of the company. Same
should contain a provision for undertaking money changing business.
• Copy of the latest audited accounts along with a certificate of certifying the Net
Owned Funds as on the date of application from the Statutory Auditors.
• Copies of the audited Balance Sheet and Profit & Loss Account of the company for
the last three years.
• Applicant Banker’s confidential report.
• A declaration to give an effect that no proceedings have been initiated by / are
pending with the any Authority.
• A declaration to the effect that proper policy framework on KYC in accordance
with the guidelines will be put in place on obtaining the approval of the Reserve
Bank and before the commencement of operations.
• A certified copy of the board resolution for undertaking money changing business.

15. Cold Storage License, under FSSAI Act(if over 25 cubic ft.).

• Copy of Certificate of Incorporation and Certificate of Commencement of the

• Memorandum of Association and Articles of Association of the company. Same
should contain a provision for undertaking money changing business.
• Copy of the latest audited accounts along with a certificate of certifying the Net
Owned Funds as on the date of application from the Statutory Auditors.
• Copies of the audited Balance Sheet and Profit & Loss Account of the company for
the last three years.
• Applicant Banker’s confidential report.
• A declaration to give an effect that no proceedings have been initiated by / are
pending with the any Authority.
• A declaration to the effect that proper policy framework on KYC in accordance
with the guidelines will be put in place on obtaining the approval of the Reserve
Bank and before the commencement of operations.
• A certified copy of the board resolution for undertaking money changing business

16. Sale of Liquor

Documents required:

• Application in Form E-28

• Birth Certificate
• Plan of Proposed premise and site plan
• Copy of document providing ownership of the land and proposed premises
• NOC of the owner of the premises when applicant is not the owner
• In case liquor to be served for consumption in the premises, the applicant should
produce a restaurant licence
• Affidavit stating that he is not holding any licence for sale of liquor and proposed
premises does not have any connecting link with residential premises
• The person desiring to obtain licence for sale of excisable article should submit
application in Form E-28 and other documents connected thereto to the Taluka Excise
Inspector in whose jurisdiction sale activity falls
• Excise Inspector refer the issue to the Village Panchayat/Municipality and Health
Officer for no objection.
• Procession fee:
a) For processing the application for issuing retail licence of IMFL/country liquor for
consumption/packed bottles.
b) For Processing the application for issuing wholesale licence for any type of liquors
c) Fees for processing the application for issuing the licence for retail sale of foreign
liquor for consumption on the premises/in packed bottles.
d) Fees for processing the application for issuing the licence for retail sale of beer only in
beer parlours for consumption.

Explanation: In case where the applications above is rejected by the commissioner, the applicant is
entitled for refund in excess of Rs. 5,000/- only.

• After receiving the say of the concerned authority Excise Inspector will prepare
inspection report and forward all the documents to the Commissioner of excise for
• On receipt of the file, after examining the issue on merits, Office of the Commissioner
of excise shall seek the clearance from Police authorities regarding antecedents of the
applicant and also to Tourism Department in case licence is meant for consumption
on the restaurant premises, where proposed premises comes within the purview of
objectionable items
• If the proposed premises attracts objectionable items stipulated in rule 90(4) that
office of the Commissioner of excise shall send the matter to the Government for



• Step 1: Visit the official site of the Management Department of Excise, Government
of Goa

• Step 2: Click on Registration, proceed to New Registration and click on Apply

• Step 3: Click on the Continue icon to proceed further

• Step 4: The following page will have the required fields that are to be filled precisely
to present a valid application. After filling in the details, click on Submit

• Step 5: An acknowledgement pop-up displaying the Application number/ Registration

number will be shown. Note down the Application Number
• Step 6: Go back to the Main page, click on Registration, proceed to New
Registration and click on Submit

• Step 7: On the following pop-up, enter the Application Number allocated for you

• Step 8: In the following page, fill in the required details and upload all the necessary
documents mentioned under the Document Type section

• Step 9: The successfully uploaded documents shall be listed below on the 0page

• Step 10: Upload the applicant’s passport sized photo by clicking on Choose File next
to Upload Photo

• Step 11: Click on Submit, and the documents will be forwarded to the concerned
department for review

17. Building Completion Certificate


o Documents Required.
▪ Property documents such as Sale Deed (Property Card) showing the name of
the applicant.
▪ Survey Plan issued by the Director of larger property being sub divided
▪ Approved Sub Division Plan in case of larger property being sub divided
▪ Valid conversion Sanad
▪ NGPDA Order for proposed development
▪ NGPDA approved plans (6 copies)
▪ Schedule 2 (ministry of UD) 2 copies
▪ Questionnaire
▪ Area line diagram
▪ Registered Architect Liability Certificate
▪ Structural Liability Certificate from the Registered Engineer.
▪ NOC from Electricity Dept., PWD and Health Dept
▪ NOC from Fire and Emergency Services in cases of High Rise Buildings
▪ RCC designed and plans certified by the Structural Engineer (2 copies)
▪ Approval from GCZMA in case of development falling under CRZ Regulations
▪ Approval from Conversation Committee in case of area of development falling
under conversion zone
▪ Roof Plan
▪ Plan showing proposed parking
▪ Plan and sectional details of gradient proposed in case of basement having
motorable access
▪ Plan showing sanitation disposal system
▪ Plan showing locations size of the composting units for processing wet waste
▪ Up-to-date house tax receipt in case the existing house/structure is proposed
for demolition/addition to the existing structure.
o Process

▪ The duly filled application form and the documents are to be submitted in the
Technical Section
▪ Scrutiny of the file is done in the Engineering Section
▪ Letter/Request is send to the applicant calling for site inspection along with
required documents if any
▪ Site inspection is done along with the applicant and a report is prepared
▪ If submission is found to be in order and within the framework of the building
byelaws,fees are calculated and is recommended for approval.If otherwise
the applicant is asked to comply with the shortcomings
▪ License is issued on payment of fees
▪ Then the applicant has to apply for the commencement of work in the
prescribed form.

o Document required
▪ Completion Certificate from the Architect / Engineer in the prescribed format
▪ Completion Certificate from the NGPDA
▪ Final NOC from Fire and Emergency Services in Case of High Rise Bldg
▪ Completion Certificate from the conservation committee in case
approval accorder by the conservation committee
▪ Gift deed executed in favor of the Corporation of the City of Panaji for handing
over the road widening area
▪ Final N.O.C from Health Service.
o Process
▪ Application and required documents should be submitted in the Technical
▪ Scrutiny of the file is done in the Engineering Section
▪ Letter is send to the Licensee calling for site Inspection along with documents
if any
▪ Site Inspection report is prepared by engineering section
▪ If submission is found to be satisfactory and the work is completed as per the
approved plans, fees along with the infrastructure are calculated and are
recommended for approval.If otherwise the applicant is asked to comply with
the short comings
▪ Payment of fees by the applicant
▪ File is forwarded for assessment of house tax to the Tax Section. Necessary
details are to be submitted in a prescribed form
▪ On registration of the House No., Occupation Certificate is issued


o Documents Required
▪ Occupancy Certificate in case of new building requiring water/ sewage and
electric connection
▪ Up to date house tax receipt in case of existing house
▪ Undertaking in the prescribed format in case buildings requiring the NOC on
health grounds
▪ NOC from the owner in case the occupant/ applicant is other than the owner
▪ Layout plan showing the details of the proposed works
▪ Details regarding the residential proof in case of NOC to be issued on health
o Process
▪ The duly filled application and the required documents are to be submitted
at the Technical Section
▪ Site inspection is done along with the applicant
▪ Site inspection report is prepared, if submission found to be in order
recommended for approval
▪ After Payment of Fees, Certificate is issued.


o Documents Required.
▪ Attested true copy certificate in support of qualification.
o Process
▪ The duly filled application and the required documents are to be submitted
at the Technical Section
▪ Scrutiny of the file is done by the engineering section
▪ If found to be in order then recommended for Registration of fees
▪ Certificate is issued on Payment of Fees.

Tax Assessment for new premises / building
o Documents required
▪ Occupancy Certificate
▪ Duly filled assessment form
o Process
▪ After issuing Occupancy certificate assessment of Tax is done by the Taxation
▪ Assessment is done where in all the details are furnished by the owner in
the assessment form
▪ Notice Inviting Objection (NIO) for the valuation is send to the applicant with
a time limit of 30 days
▪ Bill of Tax is issued to the applicant for the payment within 15 days
▪ Tax calculation is done by the Tax Section
▪ Bill of Tax is issued
o Additional Information
Change in Ownership.

▪ Application in writing
▪ Attested copy of ‘Deed Of Sale’
▪ Latest paid House Tax Receipt
▪ Transfer fees Rs.1000/-

18. Copy Right License for Playing of Music

IPRS was granted registration by the Central Government on 28th November, 2017 and is now
a Copyright Society registered under Section 33 of the Copyrights Act, 1957 and Copyright
Rules, 2013 to issue licences to users of music and collect royalties from them, for and on
behalf of its members i.e. the authors, the composers and the Publishers of Music and
distribute this Royalty amongst them after deducting its administrative costs.

The IPRS General Licencing Form for application:

19. Lodging House License

For the registration of new hotel or guest house/renewal of existing hotel or guest
house, form II has to be filled as provided:

20. Approval from the Department of Tourism, Government of India-

The Acts applicable for the approval from the Department of Tourism are-

• Registration of Tourist Trade Act 1982 and Rules 1985

• The Goa Tourist Places (Protection and Maintenance) Act, 2001

The forms applicable to obtain the approval from the Department of Tourism, Government of
India are-

• Domestic registration form
• Application for registration of new hotel or guest house/renewal of existing hotel or
guest house
• Arrival report of foreigner in hotel
• FORM “F”
• Tariff
• Application for registration/renewal of tourist taxi of persons conducting business
under rule(14) of the goa registration of tourist trade act,1982 and rules,1985
• Application form for the grant of performance license for tourism events in goa
• Declaration
21. Building permit
o Documents required

Documents. — Following documents shall be submitted along with the application: -

▪ The right of ownership or interest in the land sufficient to enable the applicant
to carry out the intended development supported by the following
documents (wherever applicable).
(i)Original Survey plan of the land from the Directorate of Land Survey/City
Survey Office. For plots which are result of approved sub-division, a copy of
the approved subdivision plan and/or reference number of the said approval
from the Competent Authority including Technical Clearance,
(ii) Copy of Index of Land in Form-III/Form-I & XIV of Records of Rights or any
forms of City Survey Register,
(iii)Copy of Sale/Gift/Lease/Mortgage deed and/or any other instrument or
assignment : Provided that the Competent Authority may, if satisfied with
other documents submitted, waive the production of any of these documents
▪ Affidavit from the owner in Appendix-B4, to state that the ownership title
document is true and correct
▪ Certificate from Architect/Engineer/Structural Engineer/Town
Planner/Landscape Architect / Urban Designer in Appendix-B2, to state that
the plans are drawn as per the relevant Acts, Rules, Regulations, Bye-laws and
Plan, applicable to the area at the time of submission of the application
▪ Structural Liability Certificate from Structural Engineer as per Appendix-B3
▪ Copy of Conversion Sanad under Land Revenue Code if already obtained or
alternatively Application for recommendation for Conversion in Appendix-A4,
enclosing therein a plan of the area to be converted and location plan (4
copies each)
▪ Certificate from Architect/Engineer/Structural Engineer to certify the
estimated cost of construction based on the rates notified from time to time
by the Government for calculation of license fees.
o Signing Authorities:
▪ Owner. — The owner shall be required to sign the following, giving the name
in capital letters, temporary and permanent address and telephone No. if any:
(i) Application for permission. (ii) Questionnaire. (iii) Building
plans/Development plans. (iv) Structural design and drawings
▪ Architect/Engineer/Structural Engineer/Town Planner/Landscape
o Authentication: All copies of documents required to be submitted under 3.2 D above,
shall be duly authenticated by a Notary or Gazetted Officer of a State or Central
o Approvals required
22. Fire safety Permit
NOC for fire department
i. Undertaking form (Form U)
ii. Initial NOC (Form P)
iii. Final NOC (Form F)

Applicant has to submit Two sets of Fire Protection Plan indicating the Fire Prevention & Fire
Fighting Provisions along with relevant documents (Site Plan, Floor wise Plan, Elevation Plan
& Section Plan) that are proposed to be incorporated in the building.
In the pre-construction stage, relevant documents regarding Fire Prevention, Life Safety & Fire
Protection Measures of the proposed building shall be attached as per Form-P.

23. Health Trade License

• The Applicant has to apply in written application letter along with required documents if

• Documents Required.
o Copy of Food and Drugs License (renewed)
o Copy of N.O.C from Fire Department.
o Copy of Water Sample Report from Health Department.
o Copy of Garbage collection receipt (latest).
o Copy of sanitary card of the staff renewed upto date.
o Copy of Trade and Occupation last payment receipts.
o Copy of T/O License granted for business activity as shown above.

• Procedure
o The duly filled application form and the documents are to be submitted at the
Taxation section.
o Municipal Inspector / Sanitary Inspector along with the party carry out site
o Inspector sends the report for approval.
o After approval it goes to the Trade and Occupation counter.
o If necessary after approval file is moved for revision of house tax.
o License is issued after payment of fees.
▪ Note:
▪ License issued is conditional and is decided by Corporation of the City
▪ License is Valid for the period of one year.
▪ Then the License is to be renewed
• Fees Structure

For Signboards
Sr.No. Metallic Zinc Board Per Wall Painting/Glass Glow Signboard
Sq.Mt Painting
1 1*1=1m2 – Rs.180/- 1*1=1m2 – Rs.720/- 1*1=1m2 – Rs.1440/-
Upto 1m2 – Rs.180/- Upto 2m2 – Rs.720/- Upto 1m2 – Rs.1440/-
2 Additional per sq.mts Additional per sq.m Additional per sq.mts
Rs.132/- ts Rs.360/- Rs.288/-

24. FSSAI food business license

Fee Structure:

Documents required :

25. GST registration

Process Of GST Registration

You can perform the process of registration online through a portal maintained by Central
Govt. of India. According to GSTN, the registration process is as follows:

• The applicant will need to submit his PAN, mobile number and email address in part A of
form GST REG-01 on the GSTN portal or through facilitation centre (notified by the board
or commissioner).
• The PAN is verified in this portal. Email address and mobile numbers are verified with a
one-time password(OTP). Once the verification is complete the applicant will receive an
application reference number on the registered mobile number and via email. An
acknowledgement is issued to the applicant in FORM GST REG-02 electronically.

• Applicant needs to fill part-B of Form GST REG-01 and specify the application reference
number. After attaching the required documents, you can submit the form.

• If additional information is required, Form GST REG-03 is issued. Applicant needs to

respond in form GST REG-04 with required information within 7 working days from the
date of receipt of Form GST REG-03.

• If you have provided all the required information via Form GST REG-01 or Form GST REG-
04, the registration certificate in Form GST REG-06 for the principal place of business as
well as for every additional place of business will be issued to the applicant. Suppose the
person has multiple business verticals within a state he can file a separate application for
the registration in Form GST REG-01 for each business verticals. If the details submitted
are not satisfactory, the registration application is rejected using Form GST REG-05. The
applicant who is required to deduct TDS or collect TCS shall submit an application in Form
GST REG-07 for registration. If he is no longer liable to deduct collect tax at source then
the officer may cancel and communicate the cancel of registration.

Documents required for Private limited / Public limited / One person company

• PAN card of the company

• Registration Certificate of the company
• Memorandum of Association (MOA) /Articles of Association (AOA)
• PAN card, photograph and aadhar card of all Directors
• Bank details- a copy of canceled cheque or bank statement
• Address proof of Principal place of business and additional place of business:-
–Own office – Copy of electricity bill/landline bill/ water bill/ municipal khata copy/
property tax receipt
–Rented office – Rent agreement and No objection certificate (NOC) from the owner

Proof of appointment of authorized signatory- letter of authorization

26. Certificate of environment clearance

Documents required:
Basic Profile
• Name of the proponent
• Name of the implementing agency
• Contact person
• Designation
• Telephone No.
• Mobile No.
• Fax No.
• Email Address
• Website (if any)
• Pin code
• State
• District
• Town/Village

Project Profile
• Modification Category (Extension of Validity, Amendment, Corrigendum)
• Project Sector (Coal mining, Industrial projects, Industrial projects-2, Infrastructure
and Miscellaneous Projects + CRZ, New Construction Projects and Industrial Estates,
Non-Coal Mining, Nuclears Projects, River Valley and Hydroelectric Projects, Thermal
• State
• District
• Tehsil
• Sub Category of Project (B1, B2)
• MoEFCC file number (Previous EC)
• Proposal number
• Date of Previous EC
• Previous EC letter (Upload pdf only and attach it as Annexure-Previous EC letter)
• Upload updated Form1 (Upload pdf only and attach it as Annexure-Updated Form1


27. Land registration

• The applicant has to register his/her land transaction document as per the procedure
detailed as Registration of Document with the Office of the Sub-Registrar.
• After acquiring the land registration document “Dalil” (Sale Deed Registration/Gift Deed
Registration/or any Registration Deed arising from above process of owning land), the
interested applicant will visit Tehsil office (TK) and apply for mutation in Form No. 21 of
TRLR ACT (Application form for Mutation).
• Any person who prays for mutation is required to state in his report the lands already held
by him.
• Tehsildar (Officer-In-Charge of TK) shall acknowledge the receipt of the application form
21 by making a counter-foil, duly filled in, signed and dated.
• Tehsildar would enter the details in his Mutation register (form 20 of TRLR ACT).
• Notice is generated and served to all concerned land holders with a date fixed for hearing.
• Any objection to the mutation received either orally or in writing to the Tehsil office
before the date of hearing, shall be recorded in the disputed mutation case register (Form
22 of TRLR ACT).
• The acknowledgement of the objection shall be given in Form 23 TRLR Act.
• Entries in the mutation register shall be tested by the Circle officer (DCM or RI) and shall
order for field enquiry to the Tehsil office before the date of hearing. Field enquiry shall
be conducted by an Amin.
• Based upon the field enquiry, hearing is completed at the concerned TK office by the
concerned Mutation Officer (RI or Kanungo of the office of DCM).
• After hearing, the applicant is requested to submit FORM B (Form for getting new ROR).
At the same time, the Tehsil office will prepare the Badar Register, Touzi mill Register,
Jama Bandi Register and send the case record to DCM’s office.
• After checking all the documents, DCM may pass an order of mutation over Form B.
• Handing over of Khatian to the concerned person: The charges are also collected from the
concerned person @ Rs 15/- per page of Khatian and @ Rs 4/- per extra page of the
concerned Khatian.
• Acknowledgement receipt is issued to the concerned person as a proof of collection of

Documents required
• Deed Registration
• ROR fee @Rs.15/- per page of khatian and @Rs.4/- per extra page

28. Goa Fire force act

Documents Required

The below specified are the required documents that should be submitted along with the
application form of Goa fire license.

• Site Plan
• Basement Floor Plan
• Stilt/Ground Floor Plan
• Floor-wise plan
• Terrace plan.
• Section plan
• Elevation plan
• Complete Detail of Building
• Photo of the fire system in working condition.
• Sanction of Building Plan.
• Fire Consultant Certificate
• And if any other supporting records related to the above documents.

29. List of Acts that the hotel should comply with to be operational:

• Food Securities Act

• Companies Act
• Contract Act
• Partnership Act
• Income Tax Act
• Consumer Protection Act
• Arbitration and Conciliation Act
• Sarai Act
• Approval of Convention Centre

30. Goa shops and establishment act

According to this act all the firms operating in goa needs to register under this particular act
and in the case of hotel industry following are the few forms which is required to commence
the business:

Form 1
Under this form the firm have to enter the basic information related to the business like the
firm’s name, address, employer’s name and address, employer’s family members’ name and
address, nature of the business and total no. of employees in the firm.

Form 25
Form 25 is related to the notice of shop or establishment, asking for the information like close
day in the week, which in the case of hotel is not really possible so a short time duration will
be kept as an off on a particular day in a week.

Form 24
Under form 24, the list of holidays with wages is to be mentioned by the firm and since we are
in hospitality business, holidays are our peak season to get operational, so just for employee
benefit few no. of days would be given as a paid holiday to employees and same would be
mentioned in the form as per firms convenience.

31. Legal metrology and trademark act

Every Application shall be submitted to the respective Inspectorate Offices in a prescribed

form (Form LM-1) with the following attested documents etc.
1. Identity proof.
2. 2 Passport size
3. Certificate of Registration of Industry
4. NOC from Competent Authority.
5. Document proof of Ownership / Lease Agreement of Premises.
6. Constitution in case of proprietorship / partnership firm. Registered document in case of
Company register Certificate under Companies Act alongwith copy of Article of
Association and Memorandum of Association.
7. Employee Copies of Appointment Letters with photographs, Qualification and
Experience Certificate, if any;
8. Machineries, Tools and Accessories list with purchase bill.
9. Test weights purchase bill in case of new Verification Certificate.
10. Model Approval Certificate.
11. Trademark, Monogram registration Certificate from Competent Authority.
12. GST Registration Certificate.
13. Professional Tax Registration Certificate
14. Valid Labour Licence.
15. Non-Tribal to enclose a Trading Licence from respective ADC of Meghalaya


Marketing Services Agreement


T&M Private ltd.


A&N Marketing Private Ltd.

Dated as of February 27, 2019

This Marketing Services Agreement (this “Agreement”) is entered into on March 27, 2019 by and

Party A: T&M Private Ltd.

Party B: A&N Marketing Private Ltd.

T&M(Reg. No.) and A&N(Reg. No.) have enter into the agreement of Marketing Services dated on
February 27, 2019. Wherein the Party B will be responsible for the marketing of the Party A’s Business
for the period starting from March 2019 to February 2021.
Commitments – Party B

Party B will be responsible for the marketing of Party A’s business in the following manners:

▪ Billboard Advertising on the stretch of National Highway 66 in Goa and Panjim local and
central markets for 3 Months, starting November till January for 2 years i.e. 2019 and
▪ Digital Advertising campaign on major traffic websites of tourism, wherein the list will be
first approved by the party B
▪ Marketing of Restaurant on the restaurant review and food ordering websites and apps
for the given period of contract
Party B is also obliged to keep the data of Party B confidential, in any case if data found to be leaked
by Party B, then in such condition Party B will be liable to pay for the Loses to Party A

Commitments – Party A

In consideration of the deliverables mention under the Commitments -Party B, following are the
commitments of Party A towards Party B:

▪ Consideration amounting Rs. 25,00,000/- will be given as an advance and then

Rs30,00,000/- will be transferred in the name of Party B every year on December 1 from

In case of any conflict all the law suit’s hearing will be done in the jurisdiction of Goa state.

The agreement will be terminated after the due time i.e. February 2021, after the termination Party
B is liable to hand over all the read only data files and cloud store passwords to party A, containing all
the data related to Party A.
After the termination of agreement Party B will not be liable for the marketing materials on field
related to Party A.
The agreement can be amended at any point of time in the given duration, given both parties should
have a written consent stamped by both the parties.

In case of breach of the agreement both parties will get the 15 days time frame to rectify and if still
not rectified then other Party have full authority to cancel the agreement or claim for the damages
due to breach of agreement.

IN WITNESS WHEREOF, this Marketing Services Agreement is executed by the following Parties on the
date first written above.

T&M Private Ltd. A&N Private Ltd.


THIS AGREEMENT of sale made at Miramar, Panaji on this 27th day of February
2019 , between Mr. Ramesh Gaonkar resident of .................. hereinafter called the Vendor of the ONE
PART and Harsh Gupta resident of Goa institute of Management hereinafter called the BUYER of the

WHEREAS the vendor is absolutely seized and possessed of or well and sufficiently
entitled to the furniture more fully described in the Schedule hereunder :

AND WHEREAS the vendor has agreed to sell furniture to the BUYER on the terms and
conditions hereafter set-forth.


(1) The Vendor will sell and the BUYER will buy that furniture more particularly described in the
Schedule hereunder written at a price of Rs. 2Cr. free from all encumbrances.

(2) The BUYER has paid a sum of Rs. 1Cr. as earnest money on Rs.2 Cr. the
receipt of which sum, the Vendor hereby acknowledges) and the balance amount of consideration
will be paid at the time of execution of conveyance deed.

(3) The sale shall be completed within a period of 2 months from this date and it is
hereby agreed that time is the essence of the contract.

(4) The Vendor shall submit the title deeds of the furniture in his possession or power to the
BUYER within one week from the date of this agreement for investigation of quality and
the BUYER will intimate about his report within 7 days after delivery of title deeds.

(5) If the BUYER gives the report that the Vendor's title is not clear, the Vendor shall
refund the earnest money, without interest to the BUYER within 15 days from the
date of intimation about the report by the BUYER . If the Vendor does not refund the
earnest money within the stipulated time the Vendor will be liable to pay interest @ 15% PA. upto the
date of repayment of earnest money.

(6) If the BUYER commits breach of the agreement, the vendor shall be entitled to forfeit the
earnest money paid by the purchaser to the vendor and the vendor will be at liberty to resell the
property to any person.

(7) It the Vendor commits breach of the agreement, he shall be liable to refund earnest money,
received by him and a sum of Rs.50,000 by way of liquidated damages.

(8) The Vendor shall execute the conveyance deed in favour of the purchaser or his nominee as
the purchaser may require, on receipt of the balance consideration.
(9) The expenses for, preparation of the conveyance deed, cost of stamp, registration charges
and all other cut of pocket expenses shall be borne by the purchaser.

Schedule above referred to

IN WITNESS WHEREOF the parties have set their hands to this Agreement on the day
and year first hereinabove written.

Signed and delivered by Shri/Smt..............................................

the within named Vendor

Signed and delivered by Shri/Smt................................ ………..

The within named Buyer


This AGREEMENT TO SELL is executed at Goa, on this 14th day of March 2019 between; Terra and
Mare Hotels Ltd. hereinafter called "THE FIRST PARTY".


And Mr Ramesh Mahesh Prabhudesai, resident of G-20, Mangalam apartments, Dona Paula, Goa-
403508 hereinafter called "THE SECOND PARTY".

The expression of the terms the 'FIRST PARTY' and the 'SECOND PARTY' wherever they occur in the
body of this Agreement to Sell, shall mean and include them, their legal heirs, successors, legal
representatives, administrators, executors, transferee(s), beneficiary(ies), legatee(s), probatee(s),
nominees and assignee(s).

AND WHEREAS the FIRST PARTY for its bona fide needs and requirements have agreed to sell, convey,
transfer and assign to the SECOND PARTY and the SECOND PARTY has agreed to purchase the along
with proportionate, undivided, indivisible and impartible ownership rights in the said freehold land
underneath the said building measuring 13000 square feet, situated at Baga beach with all rights, title
and interest, easements, privileges and appurtenances thereto, with all fittings, fixtures, electricity
and water connections, structure standing thereon, with all rights in common driveway, entrances,
passages, staircase and other common facilities and amenities provided therein, hereinafter referred
to as "THE SAID PORTION OF THE SAID PROPERTY" for a total sale consideration of Rs.12 cr.


That in consideration of the sum of Rs.12 Cr, out of which a sum of Rs.5 Cr/- as advance money has
been received by the FIRST PARTY from the SECOND PARTY, in the following manner;

the receipt of which the FIRST PARTY hereby admits and acknowledges and the remaining balance
sum of Rs. 7Cr/-, will be received by the FIRST PARTY from the SECOND PARTY, at the time of
registration of the Sale Deed, the FIRST PARTY hereby agree to grant, convey, sell, transfer and assign
all his rights, titles and interests in the said portion of the said property, fully described above, together
with proportionate undivided, indivisible and impartible ownership rights in the freehold land
underneath the said building to the SECOND PARTY, on the terms and conditions herein contained
provided that nothing herein stated shall confer or deemed to have conferred upon the SECOND
PARTY exclusively any right or title to the common driveway, passages, staircase, overhead water
tanks, sewers, water meters and other common facilities to the exclusion of the FIRST PARTY and or
the SECOND PARTY or owners or occupants of the other units of the said building.

That the actual physical vacant possession of the said portion of the said property will be delivered by
the FIRST PARTY to the SECOND PARTY, at the time of the registration of the Sale Deed, after receiving
the full consideration.
That on or before 27/02/2019, the FIRST PARTY will execute and get the Sale Deed of the said portion
of the said property registered, in favor of the SECOND PARTY or his nominee/s, on receipt of the full
and final balance amount, failing which either party shall be entitled to get the Sale Deed registered
through the court of law by SPECIFIC PERFORMANCE OF THE CONTRACT, at the cost and expenses of
the defaulting party.

That the FIRST PARTY hereby assures the SECOND PARTY that the FIRST PARTY has neither done nor
been party to any act whereby the FIRST PARTY's rights and title to the said portion of the said property
may in any way be impaired or whereby the FIRST PARTY may be prevented from transferring the said
portion of the said property.

That the FIRST PARTY hereby declares and represents that the said portion of the said property is not
subject matter of any HUF and that no part of the said portion of the said property is owned by any
minor. That the FIRST PARTY assures the SECOND PARTY that the said portion of the said property is
free from all kinds of encumbrances such as prior Sale, Gift, Mortgage, Will, Trust, Exchange, Lease,
legal flaw, claims, prior Agreement to Sell, Loan, Surety, Security, lien, court injunction, litigation, stay
order, notices, charges, family or religious dispute, acquisition, attachment in the decree of any court,
hypothecation, Income Tax or Wealth Tax attachment or any other registered or unregistered
encumbrances whatsoever, and if it is ever proved otherwise, or if the whole or any part of the said
portion of the said property is ever taken away or goes out from the possession of the SECOND PARTY
on account of any legal defect in the ownership and title of the FIRST PARTY then the FIRST PARTY will
be liable and responsible to make good the loss suffered by the SECOND PARTY and keep the SECOND
PARTY saved, harmless and indemnified against all such losses and damages suffered by the SECOND

That the house tax, water and electricity charges and other dues and demands if any payable in
respect of the said portion of the said property shall be paid by the FIRST PARTY up to the date of
handing over the possession and thereafter the SECOND PARTY will be responsible for the payment
of the same. That no common parts of the building shall be used by the SECOND PARTY or other
owners/occupants of the said building for keeping/chaining pets, dogs, birds or for storage of cycles,
motor cycles nor the common passage shall be blocked in any manner.

That the proportionate common maintenance charges will be paid by all the occupants/owners of the
said building in proportion of the area occupied by them. That the SECOND PARTY shall have full right
of access through staircase to the top terrace at all reasonable times to get the overhead tank
repaired/cleaned etc. and to install T.V. Antenna.

That the SECOND PARTY shall have, as a matter of right, right to use all entrances, passages, staircases
and other common facilities as are available in the said building. That a separate electric meter and
water meter have been provided in the said building for the exclusive use of the owner(s)/occupants
of the said portion of the said property.

That in the event of the building being damaged or not remaining in existence on any account
whatsoever then the SECOND PARTY shall have the proportionate rights in the land along with other
owners of the building and shall have the right to raise construction in proportion to the one as now
being sold conveyed and being transferred under this Agreement to Sell.

That the SECOND PARTY have full right to nominate or assign this Agreement to Sell in favor of any
person or persons, be it a firm, body corporate or association of person and the FIRST PARTY shall
have no objection to it. That pending completion of the sale, the FIRST PARTY neither shall enter into
any agreement of sale in respect of the said property or any part thereof nor shall create any charges,
mortgage, lien or any arrangement, in respect of the said property in any manner whatsoever. That
the Photostat copies of all relevant documents in respect of the said property have been delivered by

That all the expenses of the Sale Deed viz. Stamp Duty, Registration charges, etc. shall be borne and
paid by the SECOND PARTY.

That this transaction has taken place at Goa. As Panaji court shall have exclusive jurisdiction to
entertain any dispute arising out of or in any way touching or concerning this Deed. IN WITNESS
WHEREOF, the FIRST PARTY and the SECOND PARTY have signed this AGREEMENT TO SELL at Panaji,
Goa, on the date first mentioned above in the presence of the following witnesses.


THIS AGREEMENT is made and entered into as of this 25/02/2019 by 10/03/2019 and between
PixelOMedia (“DEVELOPER”) , a Goa based corporation with offices at 5/11, Miramar market, Panaji,
Goa 403508 (“COMPANY”) and Terra Mare hotel Ltd. Of Baga Beach, a Goa based company with
offices at Baga Beach, Goa

WHEREAS, COMPANY desires to engage DEVELOPER to develop, create, test, and deliver a Web Site
to be known as “” as a work made for hire and to house the Web Site on
DEVELOPER’s Web Server and make the Web Site available for browsing on the Internet; and
WHEREAS, DEVELOPER is interested in undertaking such work; and

WHEREAS, COMPANY and DEVELOPER mutually desire to set forth the terms applicable to such work;
NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby
acknowledged, COMPANY and DEVELOPER, intending to be legally bound, hereby agree as follows:

1. Developer Responsibilities
A. Scope of Work- COMPANY hereby retains the services of DEVELOPER to design, develop and host
a Web Site and Intranet (collectively the “Web Site”) for COMPANY in accordance with the proposal
submitted by DEVELOPER to COMPANY 25/02/2019 the “Proposal”), a copy of which is attached
hereto as Exhibit A and the terms of which are expressly incorporated herein by reference.

B. Changes -Changes to this Agreement or to any of the specifications of the Web Site or Intranet in
any of the specifications thereof shall become effective only when a written change request is
executed by the Executive Director of COMPANY and DEVELOPER. DEVELOPER agrees to notify
COMPANY promptly of any factor, occurrence, or event coming to its attention that may affect
DEVELOPER’s ability to meet the requirements of this Agreement, or that is likely to occasion any
material delay in the Schedule.

C. Demonstration at Trade Show -DEVELOPER agrees to exhibit and demonstrate the Web Site during
the Trade Show to be held in New York on [date]. COMPANY shall provide DEVELOPER with
appropriate space for such demonstration. DEVELOPER shall provide all necessary computers and
personnel to effect such demonstration.

2. Web Site Design

A. Design- The design of COMPANY’s Web Site shall be in substantial conformity with the material
provided to DEVELOPER by COMPANY. DEVELOPER shall develop COMPANY’s Web Site to project the
highest professional image. DEVELOPER shall not include any of the following in the Web Site or in
COMPANY’s directory on DEVELOPER’s Web Server: text, graphics, sound, or animations that might
be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that
might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or
cartoon-like graphics (unless provided by COMPANY); invisible text, text that is present only when a
“webcrawler” or other web indexing tool accesses the Web Site, or any other type of hidden text,
hidden information, hidden graphics, or other hidden materials; or destructive elements or
destructive programming of any type.
B. Materials Provided by COMPANY- All materials to be supplied by COMPANY may be provided on
floppy disks, 100 megabyte ZIP cartridges or via File Transfer Protocol (“FTP”). Files will be provided in
HTML format, standard word processing Text format or, if images, as TIFF’s GIFF’S, JPEG’s or
Photoshop files.

C. Specifications for Home Page -COMPANY’s Web Site will consist of a Home Page (the “first” page
for the Web Site) that can be reached by typing one of the following Uniform Resource Locators
(“URLs”) into a Web Browser. DEVELOPER will use its best efforts to register the “COMPANY.ORG”
domain name for the benefit of COMPANY (or such other name as may be registrable and acceptable
to COMPANY) and will assign all rights thereto to COMPANY. COMPANY agrees to pay all registration
fees associated with such registration. In addition to the foregoing, a database will be included of
members in the licensing industry.

D. Accessibility Of Web Site During Construction -Throughout the construction of the prototype and
the final Web Site, the Web Site shall be accessible to COMPANY. Until COMPANY has approved the
final Web Site, none of the Web Pages for COMPANY’s Web Site will be accessible to end users unless
the end users have entered the correct user id and password.

E. Project Planning Meetings- After both parties have signed this Agreement, the parties shall meet at
COMPANY or a mutually convenient location and at a mutually convenient date and time to discuss
project planning. The parties shall endeavor to hold this meeting within one week after both parties
have signed this Agreement.

F. Submission -To Index Sites At the time that DEVELOPER conducts the first “walk through” of
COMPANY’s final Web Site, DEVELOPER will register COMPANY’s URL with the following search
engines: Yahoo, Infoseek, Alta Vista, Web Crawler and Excite!. DEVELOPER will supply a list of other
sites (up to 50 sites) with which COMPANY may also choose to register.

G. Delivery of Deliverables Upon -COMPANY’s approval of its final Web Site, or upon termination of
this Agreement, whichever occurs earlier, DEVELOPER shall deliver to COMPANY all Code,
Documentation, reports and other materials developed by DEVELOPER in the course of its
performance under this Agreement and any other items reasonably necessary for the operation of
COMPANY’s Wet) Site (other than third party operating system software, third party networking
software, Web Browsers and hardware) and all changes and enhancements thereto (the
“Deliverables”). Documentation shall be delivered in printed format and in electronic format. Code
shall be delivered in electronic format. The transfer of electronic materials shall be accomplished by
copying them to floppy disks, 100 megabyte ZIP cartridges or via File Transfer Protocol (“FTP”). Files
will be provided in HTML format, standard word processing Text format or, if images, as TIFF’s GIFF’S,
JPEG’s or Photoshop files. DEVELOPER shall maintain its back-ups and one set of the final materials
provided to COMPANY for a period of six months after COMPANY’s approval of its final Web Site. If
this Agreement is terminated prior to final approval, or at the expiration of this six month period,
DEVELOPER will destroy all of its copies of COMPANY’s Web Site (including all back-ups thereof) and
“wipe” all files constituting final or working copies of COMPANY’s Web Site (other than the final copy
hosted on DEVELOPER’s Web Server and one backup copy thereof) from DEVELOPER’s computers and
back-up materials unless otherwise directed in writing by COMPANY.

H. Advertising Transaction- Fees DEVELOPER agrees to assist COMPANY in the sale of any advertising
and/or database searches or other programs to generate revenues from the use of the Web Site by
third parties. In this regard, DEVELOPER will provide assistance in developing such programs for
COMPANY. In such event, the parties agree to enter into good faith negotiations to reasonably
compensate DEVELOPER for such services.

It shall not be modified or amended except in writing signed by the parties hereto and specifically
referring to this Agreement. This Agreement shall take precedence over any other documents which
may be in conflict therewith.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to
be affixed hereto its or his/her hand and seal the day indicated.

PixelOMedia, Goa. Terra and Mare Hotels Ltd.

By: By:
Title: Title:
Date: Date: