CONVEYANCE DEED

1. Nature of document
2. Village/District

3. Area
4. Covered area
5. Total consideration
6. Stamp Duty
7. Stamp Certificate No.
8. Stamp Certificate date

Conveyance Deed
Orchid Centre,
Sector_,Haiderpur
Viran, Gurgaon
72687 sq.ft.
72687 sq.ft.
Rs. 25,07,70,150/Rs. 1,74,44,880/2815
28.03.2008

THIS SALE DEED is executed at Gurgaon on this 28th day of March ,

2008 by (i) Shri Bharat Singh, (ii) Shri Daya Ram, both sons of Shri Nathu,
(iii) Shri Shiv Narain son of Shri Sish Ram, (iv) Shri Sadanand (son),(v)
Shri Brahmanand(son), (vi) Shri Ramanand(son) of Shri Shiv Narain all
residents of Village Wazirabad/ Sirhaul, Tehsil and District Gurgaon through
their general power of attorney Shri Ajay Goel son of Shri R.P. Goel,
1

resident of 164, Dayanand Vihar, New Delhi (vii) M/s Vipul Ltd. having its
corporate office at Tech Square, Golf Course Road, Gurgaon through its
duly constituted attorney Shri Ajay Goel son of Shri R.P. Goel, resident of
164, Dayanand Vihar, New Delhi (viii) M/s Orchid Infrastructure
Developers Private Limited having its registered office at 1011, Surya Kiran,
19 K. G. Marg, New Delhi and Corporate office at 2nd Floor, Global Arcade,
Gurgaon through its authorized signatory Sh. Ajay Goel son of Son of Sh.
R.P. Goel ( vide resolution dated 27-7-2007)(hereinafter collectively called
the VENDORS which expression shall unless repugnant to the context of
this sale deed mean and include their heirs, legal representatives, successors
administrators, executors, nominees and permitted assigns
hand.

etc.) on one

AND

M/s Garwal Properties Pvt. Ltd. having its registered office at 264, Bharat
Apartments, Sector 13, Rohini, Delhi through its duly authorized person
Shri Vivek Jain empowered through vide board resolution dated 17 March
2008 (hereinafter called the VENDEE which expression shall unless
repugnant to the context of this sale deed mean and include its successors,
legal representatives, administrators, executors, nominees and permitted
assigns etc.) on the other hand.
WHEREAS the VENDORS No. (i) to (vi) had entered into an agreement of
collaboration dated 21.7.2003 and predecessors-in-interest of VENDOR
No. (vii) ( namely Shri Vipin Yadav son of Shri Nahar Singh, Shri Girish
Chander Gulati son of Shri H.Chander and Shri Davinder Yadav son of Shri
Ram Kishan Yadav) and predecessors-in-interest of VENDOR No. (viii)
( namely Shri Surinder Kumar son of Shri Suraj Mal ) had entered into an
2

agreement of collaboration dated

11.9.2003 with M/s Vipul Limited

( earlier known as M/s Vipul Infrastructure Developers Pvt.Ltd. ) having its

registered office at 16/2, Lord Sinha Road, Kolkata pertaining to land
bearing khasra Nos. 72/2/2, 73/2 and 74/2/2 to the extent of 3 Bighas 18
Biswas 10 Biswansis pukhta 2.453 Acres (hereinafter referred to as said
land) situated in revenue estate of Haiderpur Viran, Tehsil and District
Gurgaon.

WHEREAS on the basis of aforesaid agreement of collaboration M/s Vipul

Limited had submitted an application for grant of licence for development
of commercial colony over the aforesaid land admeasuring 2.453 Acres..
Licence bearing no. 100 of 2005 had been granted by Director, Town and
Country Planning Department, Haryana, Chandigarh on 9.8.2005.
Agreement in form

LC-IV dated 9.8.05 was executed by M/s Vipul

Limited with Governor of Haryana acting through Director, Town and

Country Planning Department, Haryana, Chandigarh.
WHEREAS Shri Vipin Yadav son of Shri Nahar Singh, resident of village
Sirhaul, Tehsil and District Gurgaon (2) Shri Girish Chander Gulati son of
Shri H.Chander resident of A-547A, Sushant Lok I, Gurgaon (3) Shri
Surinder Kumar son of Shri Suraj Mal, resident of village Chakkarpur,
Tehsil and District Gurgaon (4) Shri Davinder Yadav son of Shri Ram
Kishan Yadav, resident of village Chandu, Tehsil and District Gurgaon had
executed agreements of collaboration dated 11.9.2003 in favour of M/s
Vipul Limited ( earlier known as M/s Vipul Infrastructure Developers
Pvt.Ltd. ).Subsequently, M/s Vipul Limited had filed litigation against the
persons listed at serial nos. 1,2 and 4 wherein the following judgments and
3

awards were passed in favour of M/s Vipul Limited pertaining to land

holding of the aforesaid persons:i)

Suit for declaration with consequential relief of permanent injunction

titled M/s Vipul Infrastructure Developers Pvt. Ltd. versus Vipin
Yadav decided by Shri M.K. Bansal, the then Presiding Judge
Samjhauta Sadan, Gurgaon vide judgment / Award dated 17.8. 2005
registered on 12.9. 2005 bearing vasika no. 11733.

ii)

Suit for declaration with consequential relief of permanent injunction

titled M/s Vipul Infrastructure Developers Pvt. Ltd. versus Shri
Devender Yadav decided by Shri M.K. Bansal, the then Presiding
Judge Samjhauta Sadan, Gurgaon vide judgment / Award dated 7.10.
2005 registered on 10.11. 2005 bearing vasika no. 15983.

iii)

Suit for declaration with consequential relief of permanent injunction

titled M/s Vipul Infrastructure Developers Pvt. Ltd. versus Shri
Girish Chander Gulati decided by Shri M. K. Bansal,

the then

Presiding Judge Samjhauta Sadan, Gurgaon vide judgment / Award

dated 26.9. 2005 registered on 10.11. 2005 bearing vasika no. 15980.
WHEREAS by virtue of aforesaid judgments / Awards M/s Vipul Ltd.
became full fledged owner in possession of the land earlier owned and
possessed by Shri Vipin Yadav son of Shri Nahar Singh, Shri Girish Chander
Gulati son of Shri H.Chander, and Shri Davinder Yadav son of Shri Ram
Kishan Yadav. Accordingly, M/s Vipul Ltd. has proceeded to execute and
register the present sale deed as VENDOR No. (vii).
WHEREAS Shri Surinder Yadav son of Sh. Suraj Mal had executed and
registered sale deed dated 09.01.2007 bearing Vasika No. 20979 in favour of
M/s Orchid Infrastructure Developers Private Limited with regard to land
measuring 3 Biswa 19 Biswansis pukhta situated in Village Hyderpur
4

Viran,Tehsil and District Gurgaon forming part of land referred to above.

Accordingly M/s Orchid Infrastructure Developers Private Limited is owner
in possession of the land earlier owned by Surinder Yadav son of Sh. Suraj
Mal and has proceeded to execute and register the present sale deed as
VENDOR No. (viii).
WHEREAS the building plans of the commercial colony were approved by
the Director, Town and Country Planning Department, Haryana, Chandigarh
vide Memo. no. 5534 dated 16.3. 2006. The aforesaid commercial colony
has been promoted and developed by M/s Orchid Infrastructure
Developers Pvt. Ltd. having its office at 2nd floor, Global Arcade, Mehrauli
Gurgaon Road, Gurgaon with the consent and approval of M/s Vipul
Limited and in accordance with mutual settlement reached between M/s
Vipul Limited and M/s Orchid Infrastructure Developers Pvt. Ltd.
WHEREAS the VENDORS No. (i) to (vi) had executed general power of
attorney dated 14.8.2003 registered on 16.8.03 bearing vasika no. 12365 / 4
in favour of Shri Moti S. Masand who was earlier Director of M/s Vipul
Limited in furtherance of collaboration agreement dated 21.7.2003.
Similarly, Shri Vipin Yadav son of Shri Nahar Singh, Shri Girish Chander
Gulati son of Shri H.Chander and Shri Davinder Yadav son of Shri Ram
Kishan Yadav and Shri Surinder Kumar son of Shri Suraj Mal

had

executed general power of attorney dated 11.9.2003 bearing vasika no.

14235/4 in favour of Shri Moti S. Masand who was earlier Director of M/s
Vipul Limited in furtherance of collaboration agreement dated 11.9.2003. It
was clearly provided in the aforesaid general power of attorney executed
by the Owners in favour of Shri Moti S. Masand ( clause 17 ) that the
attorney would be competent and entitled to delegate the powers conferred
5

upon him in favour of any other person(s). Accordingly, after resignation of

Shri Moti S. Masand from M/s Vipul Ltd., resolution dated 20.2.2007 was
passed by M/s Vipul Ltd. in terms of which M/s Orchid Infrastructure
Developers Pvt. Ltd. having its office at 2nd floor, Global Arcade, Mehrauli
Gurgaon Road, Gurgaon acting through its duly authorized / appointed
Director (s) and/or Manager (s) as may be authorized /appointed by M/s
Orchid Infrastructure Developers Pvt. Ltd.

and/or Shri Ajay Goel son

of Shri R.P. Goel, resident of 164, Dayanand Vihar, New Delhi were
nominated, constituted and appointed as general power of attorney vide
registered document bearing vasika no. 243/3 dated 21.3. 2007 to
jointly/severally do all acts, deeds and things on behalf of the VENDORS
including execution and registration of present sale deed. The aforesaid
general power of attorney has not been cancelled / terminated till date and
the present deed is being executed and registered in accordance with law.
WHEREAS a commercial building has been raised at the spot in accordance
with law. Occupation certificate bearing Memo. No.1527 dated 22.01.2008
has been granted by Town and Country Planning Department, Haryana,
Chandigarh. In terms of Collaboration Agreements dated 21.7.2003 seventy
two percent (72%) of the entire covered and uncovered area of the said
complex with proportionate undivided, indivisible and impartible ownership
rights in the land underneath the commercial project as also in common
areas and common facilities were/are to belong to the DEVELOPER who
would have the unhindered right to alienate the same. The property subject
matter of this sale deed has fallen to the allocation of the DEVELOPER in
terms of Collaboration Agreements referred to above.
WHEREAS Shri Vivek Jain has been duly authorized by Board of Directors
of the VENDEE vide resolution dated March 17,2008_to purchase the
6

property subject matter of this Deed, pay sale consideration and to obtain
actual physical possession of the same from the VENDORS.
WHEREAS the VENDORS are desirous of sale of duly constructed
commercial area measuring 39762 sq. ft. ( super area ) located on third floor
and area measuring 32925 sq. ft. ( super area ) located on fourth floor of
Commercial Complex named Orchid Centre constructed on land described
above situated in revenue estate of Haiderpur Viran, Tehsil and District
Gurgaon and subject matter of license bearing No. 100 of 2005 alongwith
proportionate share in the land underneath the entire commercial complex.
The details of the commercial units are as under:Serial No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22

Unit No.

Super

314
315
316
317
313
312
311
310
318
319
320
321
322
323
324
325
326
327
328
329
309
308

(sq.ft)
1819
969
977
955
2187
2512
1061
1895
662
662
1029
1029
1029
1029
1029
1029
1029
1029
662
662
1751
1201
7

area Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor

23
24
25
26
27
28
29

307
306
305
304
301
302
303
Total

1345
1440
1488
2358
2670
2128
2126
39762

Serial No.

Unit No.

Super

Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor
Third Floor

area Floor

(sq.ft)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23

413
414
415
412
411
410
417
418
409
421
422
408
423
407
426
406
428
427
405
404
401
402
403
Total

1819
969
977
1931
1847
1901
662
662
1811
1029
1029
1201
1029
1345
1029
1440
662
662
1488
2508
2670
2128
2126
32925

Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth
Fourth

The property described above has hereinafter been referred to as said

property. The aforesaid property is situated beyond the Municipal limits of
Gurgaon.
WHEREAS the VENDORS were/are desirous of selling the said property
alongwith construction existing thereupon together with all proportionate,
undivided and impartible ownership rights underneath the commercial
project known as Orchid Centre and easements etc. appurtenant thereto.
The said property has been shown in pink colour in the site plan annexed
with the conveyance deed which is admitted by parties to this document to
be correct as per spot. The VENDORS had approached the VENDEE for
sale of the property hereinbefore described and the same is being sold in
favour of the VENDEE on the terms and conditions set out in this sale
deed.
NOW THIS SALE DEED WITNESSETH AS UNDER:1. That the total sale consideration in respect of property has been settled
at Rs. 25,07,70,150/-

( Rupees Twenty Five Crore Seven Lacs

Seventy Thousand One Hundred Fifty only) The total sale

consideration amount has been paid by the VENDEE in the following
manner:i)

Rs 50,00,000/- ( Rupees
bearing no. 191551

fifty lacs only ) vide Cheque

dated 26.12.2006 drawn on Bharat

Overseas Bank.
ii)

Rs 50,00,000/- ( Rupees
bearing no. 191552

fifty lacs only ) vide Cheque

dated 26.12.2006 drawn on Bharat

Overseas Bank.

iii)

Rs 45,00,000/- ( Rupees forty five lacs only ) vide Cheque

bearing no. 191553

dated 26.12.2006 drawn on Bharat

Overseas Bank.
iv)

Rs 65,00,000/- ( Rupees sixty five lacs only ) vide Cheque

bearing no. 191554

dated 2.1.2007 drawn on Bharat

Overseas Bank.
v)

Rs 80,00,000/- ( Rupees
bearing no. 191560

eighty lacs only ) vide Cheque

dated 2.1.2007 drawn on Bharat

Overseas Bank.
vi)

Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 191562 dated 2.1.2007 drawn on Bharat

Overseas Bank.
vii)

Rs 62,00,000/- ( Rupees sixty two lacs only ) vide Cheque

bearing no. 191563 dated 2.1.2007 drawn on Bharat
Overseas Bank.

viii) Rs 20,00,000/- ( Rupees

bearing no. 191565

twenty lacs only ) vide Cheque

dated 2.1.2007 drawn on Bharat

Overseas Bank.
ix)

Rs 46,00,000/- ( Rupees forty six lacs only ) vide Cheque

bearing no. 191566

dated 2.1.2007 drawn on Bharat

Overseas Bank.
x)

Rs 24,00,000/- ( Rupees
Cheque

twenty four lacs only ) vide

bearing no. 191567

dated 1.3.2007 drawn on

Bharat Overseas Bank.

xi)

Rs 50,00,000/- ( Rupees

fifty lacs only ) vide Cheque

bearing no. 092657 dated 4.8.2007 drawn on Bharat

Overseas Bank.
10

xii)

Rs 50,00,000/- ( Rupees

fifty lacs only ) vide Cheque

bearing no. 092658 dated 4.8.2007 drawn on Bharat

Overseas Bank.
xiii) Rs 20,00,000/- ( Rupees

twenty lacs only ) vide Cheque

bearing no. 092659 dated 4.8.2007 drawn on Bharat

Overseas Bank.
xiv) Rs 500,000/- ( Rupees

five lacs only ) vide Cheque

bearing no. 092656 dated 6.8.2007 drawn on Bharat

Overseas Bank.
xv)

Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481030 dated 11.8.2007 drawn on HDFC Bank.

xvi) Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481032 dated 11.8.2007 drawn on HDFC Bank.

xvii) Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481033 dated 11.8.2007 drawn on HDFC Bank.

xviii) Rs 75,00,000/- ( Rupees
Cheque

seventy five lacs only ) vide

bearing no. 481033 dated 11.8.2007 drawn on

HDFC Bank.
xix) Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481033 dated 11.8.2007 drawn on HDFC Bank.

xx)

Rs 25,00,000/- ( Rupees
Cheque

twenty five lacs only ) vide

bearing no. 092660 dated 13.8.2007 drawn on

Bharat Overseas Bank.

xxi) Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481038 dated 21.8.2007 drawn on HDFC Bank.

xxii) Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481036 dated 21.8.2007 drawn on HDFC Bank.

11

xxiii) Rs 100,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 481037 dated 21.8.2007 drawn on HDFC Bank.

xxiv) Rs 50,00,000/- ( Rupees

fifty lacs only ) vide Cheque

bearing no. 481040 dated 21.8.2007 drawn on HDFC Bank.

xxv) Rs 10,00,000/- ( Rupees

ten lacs only ) vide Cheque

bearing no. 092662 dated 21.8.2007 drawn on

Bharat

Overseas Bank.
xxvi) Rs 40,00,000/- ( Rupees

forty lacs only ) vide Cheque

bearing no. 870751 dated 29.8.2007 drawn on Union Bank

of India.
xxvii) Rs 29,00,000/- ( Rupees
Cheque

twenty nine lacs only ) vide

bearing no. 870752 dated 13.9.2007 drawn on

Union Bank of India.

xxviii)

Rs 1,00,00,000/- ( Rupees one crore only ) vide Cheque

bearing no. 870756 dated 6.10.2007 drawn on Union Bank

of India.
xxix) Rs 1,00,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 870754 dated 6.10.2007 drawn on Union Bank

of India.
xxx) Rs 1,00,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 870755 dated 6.10.2007 drawn on Union Bank

of India.
xxxi) Rs 45,00,000/- ( Rupees forty five lacs only ) vide Cheque
bearing no. 870757 dated 6.10.2007 drawn on Union Bank
of India.

12

xxxii) Rs 1,00,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 870753 dated 6.10.2007 drawn on Union Bank

of India.
xxxiii)

Rs 1,00,00,000/- ( Rupees one crore only ) vide Cheque

bearing no. 870759 dated 13.11.2007 drawn on Union Bank

of India.
xxxiv)

Rs 1,00,00,000/- ( Rupees one crore only ) vide Cheque

bearing no. 870760 dated 13.11.2007 drawn on Union Bank

of India.
xxxv) Rs 1,00,00,000/- ( Rupees

one crore only ) vide Cheque

bearing no. 870761 dated 13.11.2007 drawn on Union Bank

of India.
xxxvi)

Rs 25,00,000/- ( Rupees twenty five lacs only ) vide

Cheque

bearing no. 481041 dated 16.11.2007 drawn on

HDFC Bank.
xxxvii) Rs. 1,41,70,150/- (Rs. 1 crore forty one lacs seventy
thousand one hundred fifty only) vide cheque bearing no.
191573 dated_28-03-2008 drawn on Indian Overses Bank
Ltd. Delhi.
The VENDORS have thus received the entire sale consideration in
respect of the said property and all rights appurtenant thereto from
the VENDEE and no amount whatsoever is outstanding or payable
to them towards sale consideration by the VENDEE.
2.

That the VENDEE has

become full fledged and lawful owner in

possession of the said property alongwith proportionate undivided,

indivisible and impartible ownership rights in the land underneath the
13

commercial project as also in common areas and common facilities,

construction existing thereupon and all rights appurtenant thereto and
VENDEE shall be entitled to hold and enjoy the same absolutely
without any let, hindrance, interruption, disturbances, claim or
demand from the VENDORS or any person claiming under or
through the VENDORS. The VENDORS have not been left with any
right, title or interest whatsoever in the property. Actual physical
possession of the property has been delivered at the spot to the
VENDEE.
3. That the stamp and registration expenses have been incurred by the
VENDEE.
4. That the VENDEE shall be entitled to use and utilize the property in any
manner deemed fit by it and the VENDORS undertake not to raise any
objection to the same. The VENDORS have assured the VENDEE that
they have got a clear marketable title in respect of the property and they
are entitled to sell the same to the VENDEE. VENDORS have further
assured the VENDEE that the

property

is free from all types of

encumbrances, acquisition proceedings, charges, taxes, tenancy, liens,

restraint orders, mortgages, attachments etc. and no litigation or dispute
whatsoever is pending in respect of the same before any court or
authority. VENDORS have

further assured the VENDEE that they

have not entered into any agreement of sale in favour of any other third
party relating to the property. VENDORS declare and represent that the
said property is not subject matter of any HUF and none except the
VENDORS have any right, title or interest of any kind whatsoever in
whole or any part of the said property and further there is no impediment
in right and authority of the VENDORS to sell the said property.
14

5. That the VENDORS have assured the VENDEE that there are no
dues, cesses, rates or taxes due or outstanding as on the date of
execution of this sale deed to any one in respect of the property sold
to the VENDEE and in case any such dues are found payable, the
same shall be paid by the VENDORS. The VENDORS have assured
the VENDEE that no amount towards any account upto date of
execution and registration of this sale deed is outstanding or payable
to the DEVELOPER , maintenance agency of the Complex or to any
one else etc. and in case any such dues are found payable upto the
date of execution of this sale deed, the same shall be paid by the
VENDORS.
6. That the VENDORS are not left with any right, interest or title in the
property and the VENDEE are its absolute owners in possession.
7. That the VENDEE shall be entitled to get their names reflected as
owners in possession of the property subject matter of this sale deed
in the records of M/s Orchid Infrastructure Developers Pvt. Ltd. as
well as the maintenance agency and all other relevant records.
VENDORS shall execute all such documents and do all requisite acts,
deeds and things as may be required for getting incorporated name of
the VENDEE in records of M/s Orchid Infrastructure Developers
Pvt. Ltd. and the maintenance agency etc. in terms of this sale deed.
8. That in the event of property/ part thereof being lost to the VENDEE
on account of defective title of the VENDORS or on account of any

15

concealment on their part, the VENDORS shall recoup the VENDEE

for such loss together with all litigation expenses incurred by the
VENDEE and damages suffered by them.
9. That the VENDEE shall be bound to execute requisite agreements etc.
in the prescribed proforma with the maintenance agency entrusted
with the task of maintenance of Orchid Centre.

IN

WITNESS

WHEREOF

the

VENDORS

and

VENDEE

aforementioned have executed this sale deed on the date and place first
mentioned above.

Witnesses
1.

VENDORS
(i) Shri Bharat Singh, (ii) Shri Daya Ram,
both sons of Shri Nathu, (iii) Shri Shiv
Narain son of Shri Sish Ram, (iv) Shri
Sadanand (son),(v) Shri Brahmanand(son),
(vi) Shri Ramanand(son) of Shri Shiv Narain
through their general power of attorney Shri
Ajay Goel son of Shri R.P. Goel, (vii) M/s
Vipul Ltd. through its duly constituted
attorney Shri Ajay Goel (Viii) M/s Orchid
Infrastructure Developers Private Limited

16

through its Authorized Signatory Sh. Ajay

Goel
VENDEE
M/s Garwal Properties Pvt. Ltd. through its
duly authorized person Shri Vivek Jain

17