Without prejudice

Draft for discussion

DEED OF CONVEYANCE

THIS DEED OF CONVEYANCE (“Deed”) is made and entered into at

_______________ on this ________ day of ________________, TWO THOUSAND
TWENTY-TWO,

BETWEEN;
Without prejudice
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_____________________________., (PAN _________________) a Private Limited

Company incorporated and registered under the Companies Act, 1956 or 2013
having their office at _________________________; through its Director Mr.
____________________________ hereinafter referred to as “OWNERS” (which
expression shall unless it be repugnant to the context or meaning thereof mean
and include its successors in interest OF THE ONE PART;

AND

_____________________________, (PAN _________________), a society

incorporated and registered under the provisions of the Co-operative Society
Act, 1960 having its registered office at: ____________________________;
hereinafter referred to as the “Society” (which expression shall unless it be
repugnant to the context or meaning thereof mean and include its successors
and assigns) of the OTHER PART:-

WHEREAS:

1. Recital related to transfer of title to the owners needs to be captured along

with the history of ownership

2. Recital related to construction permission.

3. The Owners are absolute owners of and seized and possessed of and/or
otherwise well and sufficiently entitled to the said Land.

4. The Society through its members have approached the Owners and
purchased the units construction on the said land by the Owners, now the
said society through its members who have acquired various units
constructed on the said land has acquired area admeasuring _____________
square meters or thereabouts, which is described in the First Schedule
hereunder written and is shown on the plan thereof annexed as Annexure
- ____ hereto by blue colour hatch lines (hereinafter referred to as ("the
said buildings") and the said Land is more particularly described in the
Second Schedule hereunder written.
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5. Thus, from the above, the Owners are absolute owners of and seized and
possessed of and/or otherwise well and sufficiently entitled to said
landThat the Owners have provided the Title report along with search
report to the Society, which has been issued by Advocate _______________
which is certifies that the title of the Owners to the said Land is clear,
marketable.

6. The Owners have represented, assured, declared, warranted and

covenanted with the Society that the title of the Owners to the said Land is
clear, marketable and free from all encumbrances of whatsoever and
howsoever nature.

7. The Owners are desirous of selling, transferring, assuring, assigning and

conveying the said Land together with the entire (present and future)
FSI/premium FSI/TDR or any other FSI permissible or any other benefits
available from Municipal Corporation or from any other authorities arising
out of the said Land to the Society and based on the representation,
assurance, declaration, warranty and covenant given by the Owners in this
Deed, the Society have agreed to purchase and acquire from the Owners
and the Owners have agreed to sell, transfer, assign, assure and convey
the said Land, being all that piece and parcel of land admeasuring
___________ square meters. or thereabouts, from the land bearing Survey
No. _____________________ lying being and situated at Village –
_____________, Taluka – ___________, District – ______________; within the
registration district and sub district of _________________ together with all
benefits of (present and future) FSI/TDR arising/generated from the said
Land and also all additional FSI/TDR benefit generated in future from the
said Land. It is hereby clarified that FSI/TDR for the purpose of this Deed
shall mean all present and future basic municipal FSI/premium FSI/TDR
or any other FSI permissible or any other benefits available from Municipal
Corporation or from any other authorities of whatsoever or howsoever
nature generated or arising from the said Land which can be availed
and/or utilized and/or consumed on the said Land.

8. The Parties have mutually agreed to record in writing all the terms and
conditions upon which the Owners have agreed to sell, transfer and convey
to the Society and the Society have agreed to purchase and acquire from
the Owners the said Land for total Consideration amount of Rs.
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/- (RUPEES
ONLY), hence this Deed.

NOW THIS INDENTURE WITNESSETH as under :

1. The recitals mentioned hereinabove shall always form an integral operative

part of this Deed as if incorporated herein under verbatim.

2. In consideration of representations, declarations, warranties and covenants

made by the Owners with the Society, the Owners do and each of them doth
hereby agree to grant, sell, assign, assure, transfer unto the Society the said
Land i.e. an area admeasuring _______________ square meters or
thereabouts, from the land bearing Survey No. ____________ admeasuring
___________ square meter, lying being and situated at Village –
______________, Taluka – __________, District – ____________; within the
registration district and sub district of ________________ together with all
benefits of (present and future) FSI/TDR /premium FSI/TDR or any other
FSI permissible or any other benefits available from Municipal Corporation
or from any other authorities from the said Land, having clear and
marketable title from all encumbrances of whatsoever or howsoever nature
or otherwise for a total consideration price of Rs. _____________________
(hereinafter referred to as “Total Consideration”) which shall be payable by
the Society to the Owners in the manner provided herein below:

TOGETHER WITH all and singular the structures, houses, outhouses,

fencing, compound walls, edifices, buildings, court yards, areas, compounds,
sewers drains ditches fences trees plants, shrubs ways paths passages
commons gullies wells waters water-courses lights liberties privileges easements
profits advantages rights members and appurtenances whatsoever to the said
Land or ground, premises and building, said Land or any part or portion thereof
belonging or in any wise appurtenant to or with the same or any part thereof
now or at or any time hereto before usually held used occupied or enjoyed or
reputed or known as part or member thereof and to belong or be appurtenant
thereto.

AND TOGETHER ALSO WITH full and free right and liberty for the Society
its successors in title and assigns, including the directors, employees,
representatives, agents and servants of the Society authorized by the Society at
Without prejudice
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all times hereafter at the Society will and pleasure by day and/or by night and
for all purposes with or without animals, carts, carriages, wagons, tractors,
engines, motor cars or any vehicles laden or unladen for the purpose of ingress
to and egress from the public road from and to the said Property hereby
granted, sold, conveyed, assigned, transferred and assured.

AND ALL THE ESTATE right, title, interest, benefit, claim and demand
whatsoever at law and in equity of the Owners in to out of or upon the said
Land or any part thereof;

TO HAVE AND TO HOLD all and singular the said Land hereby granted,
sold, conveyed, assigned, transferred and assured or intended or expressed so
to be with their and every of their rights members and appurtenances.

UNTO AND TO THE USE and benefit of the Society including its members
and successors in title and assigns forever.

SUBJECT TO the payment of all future rates assessments taxes and dues
now chargeable upon the same or hereafter to become payable to the
Government or to the Gram Panchayat or the Municipal Corporation or any
other public body or local authority in respect thereof.

3. The Owners doth hereby for themselves and their heirs, executors,
administrators covenant with the Society:

a) THAT notwithstanding any act, deed, matter or thing whatsoever by the

Owners or any person or persons lawfully or equitably claiming by from
through under or in trust for them made done committed omitted or
knowingly or willingly suffered to the contrary the Owners now hath in
themselves good right, full power and absolute authority to grant, sell,
convey, transfer, assign and assure the said Land hereby granted, sold,
conveyed, transferred, assigned and assured or intended so to be unto
and to the use of the Society in the manner aforesaid.

b) AND THAT it shall be lawful for the Society from time to time and at all
times peaceably and quietly to hold enter upon use, occupy, possess and
enjoy the said Land hereby granted, sold, conveyed, transferred, assigned
and assured with his appurtenances and receive the rents issues and
profits thereof and of every part thereof to and for its own use and benefit
without any suit or lawful eviction, interruption, claim and demand
Without prejudice
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whatsoever from or by the Owners or their heirs, executors,

administrators or any one of them from or by any person lawfully or
equitably claiming or to claim by, from, under or in trust for them.

c) AND THAT free and clear and freely and clearly and absolutely
acquitted, exonerated, released and forever discharged or otherwise by
the Owners well and sufficiently saved, defended, kept harmless and
indemnified of, from and against all claims, charges and encumbrances
whatsoever made, executed, occasioned by the them respectively or by
any other person or persons lawfully or equitably claiming or to claim,
by, from, under or in trust for the Owners in respect of the said Land
pertaining to any period prior to the date of Deed of Conveyance in
respect of the said Land.

Charges and encumbrances whatsoever now or hereafter to be had, made,

executed, occasioned by the them respectively or by any other person or
persons lawfully or equitably claiming or to claim, by, from, under or in trust
for the Owners in respect of the said Land;Non-disclosure by the Owners of any
material fact adversely affecting the title of the Owners to the said Land;

Any misrepresentations of any material facts stated herein which adversely

affects the title of the Owners to the said LandAND THAT the Owners and all
persons having or lawfully or equitably claiming any estate, right, title and
interest at law or in equity in the said Land hereby granted, conveyed, sold,
transferred and assured or any part thereof by, from, under or in trust for the
Owners and the Owners shall and will from time to time and at all times
hereafter at the request and cost of the Society do and execute or cause to be
done and executed all such further and other lawful and reasonable acts,
deeds, things, matters and assurances in law whatsoever for the better, further
and more perfectly and absolutely granting, conveying, selling, assuring and
transferring the said Land more particularly described in the Second Schedule
hereunder written. and every part thereof hereby granted, conveyed, sold and
transferred.

d) UNTO AND TO THE USE of the Society in the manner aforesaid as shall
or may be reasonably required by the Society or its Counsel-in-law and
assigns;
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AND the Owners so far as relates to their own acts and deeds only but not
further or otherwise doth hereby covenant with the Society that the Owners
have not at any time hereto before made, done, executed, omitted or knowingly
or willingly permitted, suffered or been party or privy to any act, deed, matter or
thing whereby or by reason or means whereof the Owners are prevented from
selling, conveying, transferring, assigning and assuring the said Land in the
manner aforesaid or whereby or by reason or means whereof the same or any
part thereof are can, shall or may be charged encumbered, impeached or
prejudicially affected in title or otherwise howsoever.

4. AND the Owners doth hereby confirm and record that they have
simultaneously upon execution of this Deed put the Society in quiet,
peaceful, vacant and physical possession of the said Land.AND THIS
INDENTURE FURTHER WITNESSETH that the Owners covenants with the
Society that they have not been a party to any such act mentioned
hereinafter:

i. The Owners herein along with their predecessors in title and earlier
owners have made the entire payment of the considerations to their
respective predecessors in title and further hereby agree and
undertake to make the full and final payment if any demanded and/or
claimed and/or found to be balance payable by them and/or their
predecessors in title or any other persons claiming in any manner
whatsoever in respect of the said Land. There is no Notice of
Lispendens or any other notices including any suit, complaint or any
legal proceedings whether judicial or quasi-judicial pending in respect
of said Land or any part or portion thereof.

ii. Neither the Owners nor its predecessors in title has/have entered into
(a) any agreement or agreements for sale/conveyance deed/sale deed/
memorandum of understanding and/or any other deed, writings, etc
in favor of any third party or parties or (b) any other arrangement/
agreement/s of any nature whatsoever in respect of the said Land or
any part or portion thereof so as to prejudice their rights in said Land.

iii. That there are no disputes as to the boundaries of the said Land.

iv. There is no defect in the right, title and interest of the Owners in
respect of said Land and the title of Owners in respect of said Land is
Without prejudice
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clear and marketable free from all reasonable doubts and

encumbrances and there is no covenant or condition adversely
affecting right, privilege and interest of the Owners in said Land or any
part or portion thereof.

v. There are no attachment and/or prohibitory order pending or levied on

the said Land by any taxation authorities, including Income Tax
authorities, estate duty authorities, sales tax authorities, or wealth tax
authorities or any other authorities whereby the Owners and/or any
one of them is/are in any manner prevented from dealing with the said
Land and/or any part or portion thereof.

There are no proceedings pending against the Owners and/or their

predecessors in title as contemplated under Section 281 of the Income Tax Act.

vi. There is no notice from any Government (State or Central), Authorities

/Body/Revenue Authorities/Revenue Court or any Notice under any
law including the Land Acquisition Act or any other statute has been
received or served upon Owners and/or any one of them and the said
Land is not subject to any acquisition or requisition and no orders
(including but not limited under section 10(3), 10(5) and 20) passed
under the provisions of the Urban Land Ceiling Act in relation to the
said Land are in force and effect;

vii. There is no mortgage, lien, charge, right or any other encumbrances or

impediments on the said Land and/or any part or portion.

viii. That there are no legal, quasi-legal, administrative, arbitration,

mediation, conciliation or other proceedings, claims, actions or
governmental investigations of any nature pending or, threatened
against or with respect to the said Land and there is no order
restraining the Owners under any suit from selling the said Land in
the manner herein contained.

ix. That there are no outstanding notices from any Government,

Municipal Corporation or any other public body or authority or any
notice under any law including the Land Acquisition Act, the Land
Requisition Act, the Town Planning Act, the Municipal Corporation
Act, the Urban Land (Ceiling and Regulation) Act or any other statute
Without prejudice
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and no notice has been received by or served on the Owners in respect

of the said Land or any part thereof which restricts or may restrict the
execution of these presents;

x. The Owners have not created any right of way or other easement rights
over the said Land and/or any part or portion thereof and that no
such right has become effective by prescription or otherwise and that
none of the owners or occupiers of the adjoining lands or their tenants
or any other persons have the lawful access to any part of the said
Land and/or any part or portion for passing and re-passing between
any points in the said Land and/or any part or portion;

xi. That there exists no arrangement with the Municipal Authority or any
other body or person whereby full beneficial enjoyment of the said
Land and/or any part or portion is restricted terminated, extinguished
or curtailed or whereby any sum of money had become charged or
payable out of the said Land and/or any part or portion.

xii. That there is no proceedings, judgment, Government debt, annuity,

Lis-Pendens, mortgage, writ of execution or any charge encumbrances
bequest trust or any deed or document affecting the Owners title to
the said Land and/or any part or portion.

xiii. That there is no debt and or liability in respect of the said Land and/or
any part or portion and in respect of the income and profits thereof
due to and in favour of the Government or the Municipal Authorities
and all the charges of public nature income tax, super tax and other
revenue imposts in respect of the said Land and/or any part or portion
have been duly discharged up to date, there is no proceedings pending
for the recovery of income tax, super tax, capital gains tax due from us
and there is no attachment under the Income tax Act or any other act
levied upon the said Land and/or any part or portion and the Owners
are not prohibited from transferring the said Land under any statute
or law;

xiv. That the said Land and/or any part or portion is not subject to any
payment other than usual rates and taxes.
Without prejudice
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xv. No Adivasi(s) and/or schedule tribe(s) is/are occupying the said Land
and/or any part or portion thereof.

xvi. The Owners and/or any one of them has/have not received any
insolvency notice from any person or party nor are there any
insolvency or bankruptcy proceedings filed against the Owners and/or
any one of them so as to affect the rights of the Owners in any manner
whatsoever; a composition with all or a class of creditors of the
Owners; and no order under the provisions of Insolvency and
Bankruptcy Code 2016 or any other insolvency laws in force for the
appointment of an insolvency professional or official assignee or
receiver or administrator has been passed by any competent
authority/tribunal/court of law;

xvii. The said Land and/or any part or portion thereof does not falls under
the Eco Sensitive Zone (ESC) and/or the wild life corridor and/or
forest and/or wet lands and/or costal regulatory zone (CRZ) and/or no
development zone and/or mangroves and/or funnel zone of civil
aviation authority and/or railway or metro or freight corridor and/or
railway or metro or freight buffer zone as it is where it is.

xviii. The said Land and/or any part or portion thereof is not affected by
any encroachment of any nature whatsoever;

xix. There is no impediment or restraint or injunction against the Owners

in respect of said Land and/or any part or portion thereof whereby the
Owners is/are prevented from selling, transferring, assigning, assuring
and conveying the said Land unto the Society and the right of the
Society to consume thereupon the entire development potential in the
form of FSI/TDR arising out of and/or generated from the said Land
and/or purchased from open market and capable of being availed,
utilized and consumed on the said Land presently and/or in the future
in favour of the Society and/or their nominees and/or assigns and the
Owners have in himself/themselves good right, full power and
absolute authority to assign, transfer, assure and convey the said
Land together with the entire (present and future) FSI /TDR arising
out of and generated from the said Land unto the Society vide these
presents and that the Owners shall at any time in future be obliged
and bound to make a declaration on oath confirming the above fact;
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xx. The Owners have not done or omitted nor shall the Owners do or omit
to do any act, deed, matter or thing whereby the Owners is/are
prevented from selling, assigning, transferring, conveying and assuring
the said Land together with the entire (present and future) FSI/TDR
arising/ generated from the said Land unto the Society; The said Land
or any part thereof is not affected by any public housing scheme or
high-density housing;

xxi. The said Land is presently located in Residential Zone in the

prevalent D. P. remarks.

5. AND All the representations, warranties, assurances and covenants

mentioned hereinabove by the Owners are completely true and correct and
the Owners are aware that based on the above representations, warranties
and covenants of the Owners to the Society, the Society have agreed to enter
into and execute these presents.

6. AND the Owners hereby indemnify and shall keep indemnified the Society
including their nominees and assigns against all third party claims in the
said Land;

AND THAT the Owners shall upon execution of the Deed of

Conveyance in favour of the Society simultaneously hand over vacant and
peaceful possession of the said Land to the Society.

AND THAT the Owners do hereby confirm that all the outgoings
in respect of the said Land including property taxes, Gram Panchayat taxes,
municipal taxes, charges, rents, demands, claims, revenue, cesses, penalties
and all other dues and outstanding towards any municipal authority and/or
any other entity including but not limited to water, electricity, municipal
charges, etc. in respect of the said Land have been paid in full as on date of
execution of these presents; AND THAT the Society shall be entitled to insist
and/or call upon the Owners to remove any objection and/or claim of any
third party or pay any charges, taxes, cesses etc. in respect of the said Land
prior to execution of these presents and the Owners shall at their own cost,
charge and expense remove and/or pay the same as the case may be without
any delay, demur or default.
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7. AND FURTHER the Owners have simultaneously upon execution of this

Deed, handed over all the original title documents in respect of the said
Land to the Society;

AND FURTHER the Owners hereby hand over to the Society today
quit, vacant, peaceful, juridical and physical possession of the said Land
subject to clearance of full and final Payment-

8. AND THAT the stamp duty and registration charges on this Deed or
document pursuant to this Deed shall be borne and paid by the Society
alone;

9. AND THAT each Party shall bear and pay its respective Advocates and
Solicitors fees and charges;

10. AND THAT the Parties have mutually agreed that provisions of this Deed
shall be governed by the laws of India alone and the courts at Vasai alone
shall have exclusive jurisdiction in respect of any differences and/or
disputes arising out of this Deed;

11. AND THAT as required by Rule 114B of the Income Tax Rules 1962, the
Permanent Account Number of the Parties is as under:

SR. NO. NAME OF THE PARTY PAN

NO.
1 Owners:-

2 Society:-

THE FIRST SHCEDULE

(Description of the said Buildings and Common areas)

All those buildings bearing no. ______ along with common areas situated on
the piece and parcel of land bearing Survey No.
______________________________, lying being and situated at Village –
__________________________ within the registration district and sub district of
______________________
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THE SECOND SCHEDULE

(Description of said Land)

All that piece and parcel of Land admeasuring ___________ square meters or
thereabouts lying being and situated at Village – _____________, Taluka –
_________, District – _________; within the registration district and sub district of
______________ together with all benefits of (present and future) FSI/TDR
arising/generated from the said Land and also all additional FSI/TDR benefit
generated in future from the said Land bounded as follows:
On or towards north by
On or towards south by
On or towards east by As per Gut book
On or towards west by

SIGNED, SEALED AND DELIVERED )

By the within named “OWNERS” )
__________________________________ )
through its __________________________ )
MR._____________________________________ )
In the presence of )
1.

2.

SIGNED, SEALED AND DELIVERED )

By the within named “SOCIETY” )
)
through its Authorized Signatory )
)
In the presence of )
1.

2.