Land Owners Agreement

MODEL AGREEMENT ENTERED BETWEEN THE OWNERS OF THE LAND COMPRISED IN THE SPRING VALLEY

THIS AGREEMENT made this

the _______ day of __________, Two Thousand & Four

BETWEEN

MR. ________ ________ ________, son of Sri ______ ______ ______ by religion Hindu by occupation business having his office at No. ______ ______ ______ ______ ______ ______, Kolkata – 700___, hereinafter referred to as the “OWNER” (which expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include his heirs, executors, administrators, successors, representatives, assigns, nominees and agents) abovenamed of the ONE PART AND SPRING VALLEY PROJECTS PRIVATE LIMITED a company duly incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at No. 5/1A, Hungerford Street, Kolkata - 700 017 hereinafter referred to as the “LEAD MANAGER” and/or “PROJECT MANAGER” and/or “DEVELOPER” and/or “SELLER” (which expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include its successor or successors, agents, nominees and/or assigns) of the OTHER PART.

WHEREAS:

A. The owner has by a deed of conveyance dated ____ ____________, _______ made between ______ ______ ______ therein referred to as the Vendor and the Owner herein therein referred to as the purchaser and registered at the office of the District Sub Registrar at Barasat in Book No. I Volume No. ____ at Pages from ____ to ____ Being No. ______ for the year _____, for the consideration therein mentioned as paid by the owner herein to the said vendor therein, purchased and acquired and thereby took possession of all that the plot of land measuring about ____ Cottahs ____ Chittacks and ____ square feet be the same a little more or less lying situate and/or comprised in R. S. Dag No. _____ Khatian No. _____ in Mouza Kalikapur J. L. No. ____ Touzi No. ______ in the district of 24 Pargannas North in the State of West Bengal and is the absolute thereof. The aforesaid plot of land which is mentioned and described in the First Schedule hereunder written and is shown and delineated on the map or plan hereto annexed and bordered therein within RED Lines is hereinafter referred to as the said plot of land;

B. The owner has declared and assured that the said plot of land is neither excess vacant land under the provisions of nor the same is adversely hit or affected by the provisions of the West Bengal Land Reforms Act or of the Urban Land (Ceiling & Regulation) Act in any manner whatsoever and the owner is entitled to deal therewith freely in the manner to be decided by the owner;

C. The Project Manager, namely the said Spring Valley Projects Private Limited has made proposals for overall development of a large area of land and for construction of Bungalows/Outhouses of various sizes and of different specification therein which is named by the Project Manager as “SPRING VALLEY” in the vicinity of Kalikapur;

D. The Owner being desirous of having his said plot of land to be put in and used in the said project namely Spring Valley on the terms, conditions and proposals of the Developer, has agreed to join the Project Manager and irrevocably put his said plot of land at the disposal of the Project Manager for commercial exploitation thereof.

E. The Developer shall be entitled to negotiate with the intending purchaser of the proposed Bungalows / Outhouses and for the said purpose to develop all such various plots of land of the separate owners and to amalgamate and/or sub divide such plots of land for the sake of convenience and for bringing up most suitable and commercially viable construction thereon.

F. The owner has also agreed that the Developer shall be entitled to invite and add further area of adjacent land if it be found suitable and convenient by joining in to the proposed project further adjoining plots of land of such other land owners who may desire to join the proposed project on similar terms and conditions.

G. The owner has thus and therefore agreed to put in his said plots of land for sale to the intending purchasers of Bungalows at the Spring Valley wherein the Developer shall construct or cause to constructed Bungalows/Outhouses by entering into construction agreements with the intending purchaser(s).

H. It has been agreed by the parties hereto that the Developer shall incur all costs charges and expenses for the negotiation with the intending purchasers as also for the development and completion of the said project and shall generally be responsible for undertaking the said work (hereinafter called the DEVELOPMENT WORK). The owner shall neither be required nor be called upon by the Developer to pay or contribute to the fund requirement of the Developer for the development and/or construction of the said project.

I. The Developer shall be solely responsible for expeditious and proper execution of the Development work.

J. The parties hereto are desirous recording the said mutually agreed terms and conditions.

NOW THIS AGREEMENT WITNESSETH and it is hereby agreed by and between the parties hereto as follows:

1. This Agreement has commenced and/or shall be deemed to have been commenced on and/or with effect from the date of execution of these presents and shall remain in force until completion of the development and construction of the said project.

2. The Developer shall in terms hereof take symbolic possession of the said plot of land and hold the same for and/or on behalf of the owner and/or in the name of the owner for the purposes of development and construction of the SPRING VALLEY in terms of and simultaneously with the execution of this agreement and shall retain the same until the said project is fully developed and constructed in terms of the proposed scheme framed by the Developer. The owner shall not interfere with the project development to be undertaken the Developer in any manner whatsoever.

3. The owner has deposited with the Developer the original title deed mentioned hereinabove, which shall be securely held and retained by the Developer for the purposes of this agreement without however claiming therein any right of ownership or of a mortgagee in any manner whatsoever.

4. The Developer shall take all steps for the over all development and construction of the said project at its own costs by deploying its men and material.

5. The Owner has agreed and hereby authorizes the Project Manager to amalgamate/separate/divide the said plot of land mentioned in the First Schedule hereunder written as the Project Manager would find convenient and commercially viable for the construction of Bungalows/Outhouses thereon as proposed in the scheme framed by the Project Manager.

6. Under the scheme framed and/or proposals made by the Developer, the Owner hereby authorizes the Developer to sell the said plot of land or such portion thereof as may be decided by the Developer, upon amalgamation / separation / sub division thereof at any time hereafter.

7. The Developer/its nominee(s) shall enter into construction agreement with the intending purchasers and shall construct and/or shall cause to constructed thereon the bungalows / outhouses in terms of the agreement to be entered into by the Developer/its nominee with the intending buyer(s).

8. It is expected that the construction of the proposed project shall be completed by the Developer in phases and in any event within a period of ____ years from the date of commencement of construction of the said project.

9. The Owner has agreed and shall therefore be entitled to receive from the Developer the fixed sum of value to be calculated at the rate of Rs. ___________ (Rupees _______ _______ _______) only per Cottah for the said plot of land which shall be payable by the Developer in the manner hereinafter mentioned and the same is hereinafter referred to as the “Owner’s Consideration”.

10. For the purposes of making payment of the owner’s consideration to all the owners, the Developer shall consider the entire area of land put into the said project by the various owners as one lot of land which shall be called the project land and shall thereupon make payment to the owner from time to time, progressively and proportionately upon sale of the divided and demarcated portions of the project land to the prospective buyers in proportion to the area of the said plot of land that is to say in case the total area of the project land comes to 100 Cottahs contributed in varying proportions by several owners and the amount received by the Developer from time to time upon sale of portions of the project land, the Developer shall set apart 50% of such receipt for being distributed amongst the contributing owners and pay the same proportionately to the owners in ratio of the area of land contributed by each such owner.

11. Apart from receiving payment of the owner’s consideration in the manner mentioned hereinabove, the Owner shall not be entitled to any other or further share in the project on any account whatsoever.

12. The Developer shall claim any sum of money from the Owner in lieu of any cost incurred by it for the development and construction of the said project.

13. For the purpose of development of the said project, the Developer shall be entitled to enter into agreements for transfer by way of sale, lease and/or otherwise with intending buyers and to receive the earnest and/or consideration money in respect thereof without any interference by or on behalf of the owner.

14. The Developer shall be entitled to transfer by way of sale, lease and/or otherwise dispose of the said plot of land or any portion thereof, to intending buyers and the owner shall, either himself or through the Developer as his constituted attorney, convey the right title and interest in the said plot of land being sold either in part by way of separation or in full in favour of the persons acquiring plot of land for construction in terms of the scheme framed by the Developer, in terms of directions of the Developer and the owner shall for the said purpose grant and execute a general power of attorney in favour of the developer.

15. The Developer shall be entitled to raise finances from Banks, Financial Institutions, Housing Finance Companies etc. for the purpose of construction of the said Project and for such purpose to mortgage and charge the said plot of land and to enter into, sign and execute all requisite agreements, contracts, deeds, documents, papers, declarations, affidavits for such purpose without seeking to obtain any further consent of the owner, provided however that the developer shall not attach any liability to the owner on account of its borrowings in any manner whatsoever.

16. The owner shall execute and deliver such further and other papers, deeds and documents including a formal development agreement, as and when desired by the Developer in such form and manner as may be decided and notified by the Developer, from time to time.

17. The Developer shall have prepared from its solicitors and advocates M/s. Kanodia & Co., of No. 6, Old Post Office Street, Kolkata – 700001, the necessary agreements, deeds, documents and other papers as may be required in connection with the project and/or transfer of the project land therein to intending buyers.

18. The owner states, declares and confirms that all acts and deeds done, executed and performed by the developer in pursuance hereof or in pursuance of the formal development agreement to be executed by the parties hereto, in connection with the development of the housing project shall be binding at all times hereafter on the owner and the owner covenants to ratify the same as and when called upon to do so.

19. The owner hereby confirms and declares that he shall not transfer, sell, mortgage encumber and/or deal with in any manner with the said plot of land in any manner whatsoever so as to prejudice, affect or hamper the said project.

20. It is also mutually agreed that this agreement has been or is being entered into irrevocably the owner shall not be entitled in any manner to rescind or cancel this agreement or any of its provisions. Provided However that in case the Developer decides to abandon the said project then the owner shall be entitled to claim back and receive possession of the said plot of land, free from all encumbrances, charges, claims, demands, liens etc., upon refund of the amounts which may have by then been paid by the Developer to the owner.

21. The parties hereto shall indemnify and/or keep each other saved, harmless and indemnified against all losses, claims demands costs, damages proceedings, charges and expenses which any of the parties hereto may suffer in respect of any acts, deeds, matters or thing done or any omission made by the other party and/or anything arising in connection therewith.

22. The Owner shall simultaneously herewith or at any time hereafter as and when may be so directed by the Developer, grant a General Power of Attorney to the developer or in favour of its nominee or nominees for the purpose of the development of the said project and shall grant such further powers and authorities as may be required from time to time to enable the developer to proceed and complete the said project.

23. The owner declares that he has examined and verified the Scheme framed and proposals made by the Developer for the development of the said project and he is fully satisfied with the same including the provisions made with regard thereto by the Developer as also with the responsibilities of the parties mentioned and described therein.

24. The Owner shall sign execute and deliver all such deeds, documents papers and do all such acts deeds and things as may be required from time to time and co-operate with the Developer for the purpose of the said project.

25. All disputes and differences by and/or between the parties hereto in any way relating to or connected with this agreement and/or anything arising in pursuance hereof shall be referred to the arbitration of a sole arbitrator as any be mutually agreed to be adjudicated otherwise in accordance with the arbitration and Conciliation Act, 1996 and the award made by such arbitrator shall be final and binding on the Owners.

THE FIRST SCHEDULE ABOVE REFERRED TO:

LAND

ALL THAT the piece and parcel of Agricultural Land measuring ____ (_______) Cottahs ____ (____) Chittacks and ____ (___________) Square Feet be the same a little more or less comprised in R. S. Dag No. _____ Khatian No. ______ lying and situate at Mouza Kalikapur, J. L. No. ____, P. O. ____________, P. S. Rajarhat, Additional District Sub Registry Office Bidhan Nagar and according to the settlement records of rights finally published the plots are comprised at Parganna Kalikata, Touzi No. ____, within the _______ Gram Panchayat, within the district of 24 Pargannas North.

IN WITNESS WHEREOF the parties hereto have put and subscribed their respective hands and seals the day month and year first above written.

SIGNED SEALED AND DELIVERED

by the DEVELOPER at Kolkata

in the presence of:

SIGNED SEALED AND DELIVERED

by the OWNER at Kolkata

in the presence of :