TRANSFER DEED TRANSFERRING THE PROJECT TO THE GOVERNMENT

THIS AGREEMENT made at……………..on this……………..day of..........20…between the

Modern Project Co. Ltd., a company incorporated under the Companies Act, 1956 and having
its registered off ice at (hereinafter referred to as the "Project Company" which expression shall,
unless repugnant to the context or meaning thereof, be deemed to include its Successors and
Assigns) of the ONE PART and State of Maharashtra through the Ministry of Surface Transport
and having its office…………….. (hereinafter referred to as the "Government" which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
Successors and Assigns) of the OTHER PART;

WHEREAS by an agreement dated……………..executed between the Project Company on the

one part and the Government of Maharashtra on the other part, hereinafter referred to as the
Project Agreement, the Project Company was granted the right to construct a bridge on the land
described in the said agreement and the Project Company was also granted the
concession/licence to collect toll for a period of ……………..years from the date of
commencement of the said Project Agreement;

AND WHEREAS the Project Company has constructed the said bridge on or about……… in
accordance with the terms/conditions and specifications contained in the said Project
Agreement and the Government has issued the Certificate of Completion of the Project on
……………..vide letter No. ..................... dated issued by the office of the Chief Engineer,
Public Works Department who was designated as Government's Engineer under the said
Project Agreement;

AND WHEREAS it was inter alia provided in the said Project Agreement that the Government
will execute the lease deed in respect of the said land in favour of the Project Company for a
period of............. years and accordingly the Government granted lease rights of the said land in
favour of the Project Company for a period of ........ years by lease deed
dated……………..registered as No……………..in Book No…………….. Volume
No……………..in the office of the Sub Registrar of Assurances Delhi;

AND WHEREAS it was inter alia provided in the said Project Agreement that the Project
Company shall transfer the said bridge along with the structures standing on the said land to the
Government after the expiry of concession period;

AND WHEREAS the said concession period has expired on......................and in terms of the
said Project Agreement, the Project Company has desired to transfer the said bridge alongwith
the structures constructed on the said land and the Government has agreed to accept the said
transfer.

NOW THIS INDENTURE OF TRANSFER WITNESSETH AS UNDER

That in pursuance of the said Project Agreement and in consideration of the Premises, the
Project Company hereby grant convey, transfer and assign by way of transfer deed unto the
Government all those pieces and parcel of land admeasuring................. sq. ft. bearing plot No.
Khasra No ……………..Mouza……………..Tehsil……………..Sub-Urban………
District…………….. hereinafter referred to as the said land, together with the bridge constructed
thereon along with the structures constructed on the said land which consists of cabins for office
staff collecting toll, cabin for watchmen, outhouses for the staff collecting toll, cabin for visiting
officers/supervisor/accountant, etc., more particularly described in the
Schedule herein and delineated in the plan attached hereto and coloured thereon together with
building, fixtures, etc., hereinafter referred to as the "said property" with all the estate, right, title
and interest of the Project Company herein together with all other rights, easements,
advantages, privileges and appurtenances whatsoever in the said piece and parcel of land to
hold the same unto the Government herein absolutely for ever and absolutely free from all
encumbrances, claims, demands, attachments, and charges of all claim but subject however to
the payment of all government assessments and other taxes payable to the Government of
Maharashtra or any other local authority in respect of the said land and property more
particularly described in the Schedule hereunder and delineated in the plan attached hereto and
coloured thereon together with all ways, waters, watercourses thereto, whatever in the
said piece or parcel of and more particularly described in the Schedule hereunder and hereby
conveyed, the Project Company covenant and confirm that all rents, rates, taxes, assessments,
dues, duties on the said property have been paid by them upto and including the date of these
presents and further covenant that should any rates, taxes, dues, and duties be found payable
upto the date, the same shall and will be paid by it and

WHEREAS the Project Company doth hereby covenant with the said Government that if, the
Project Company has good right, title, interest and full power to grant , convey, transfer and
assign the said piece and parcel of property more particularly described in the Schedule
hereunder and delineated in the plan attached hereto and coloured thereon in the manner
aforesaid and that the said property is free from all encumbrances, claims, demands, and other
court attachments and that the Government may quietly enter into and enjoy the same, the tolls
and profits of the said property without any lawful interruption, claims, demands or disturbance
whatsoever from the said Project Company or any other person or persons claiming through it,
under or in trust for the said Project Company and that free and clear and freely and clearly and
absolutely acquitted, exonerated, released and forever discharged or otherwise by the Project
Company and sufficiently saved, defended, kept harmless and indemnified of, from and against
all former and other estates, titles and charges and/or encumbrances whatever had made,
executed, occasioned or suffered by the Project Company or by any other person or persons
lawfully or equitably claiming or to claim by, from, under or in trust for them, or any of them with
the Project company, and all persons having or lawfully or equitably claiming any estate, right,
title or interest in law or in equity in
all the said property hereby assigned, transferred or any part thereof by, from or in trust for the
Project Company or its successors, assigns and representatives shall and will from time to time.
And the Project Company doth hereby covenant with the Government that notwithstanding any
act, deed, matters or things whatsoever by the Project Company or by any person or persons
lawfully or equitably claiming by, from, through under or in trust for him, made, done, committed
or knowingly or willingly suffered to the contrary, its right, title or interest to the said property not
becoming void or voidable or the Project Company doth hereby covenant with the Government
that there is no mortgage, charge, lien or other encumbrance on the said property.

And the Project Company doth hereby further covenant with the Government that the project
assets are in good working condition, have been properly maintained and meet the minimum
construction and performance standards as required by the Project Agreement and the bye-laws
of the local authority and further covenant that the said project property will be in working
condition for a further period of................... years as per the certificate issued by the Structural
Consultants to the Project Company.

And the Project Company hereby declares that it has handed over to the Government all
documents of title, designs, all drawings including Structural, RCC and working drawings,
accounts of the toll collected during the period of operation and papers and documents relating
to, belonging to or connected with the said property and the Project Company declares and
confirms that it does not have any other document of title and should it come in possession of
any evidence or document of or relating to title or project, it shall and will hand over or cause
to be handed over to the Government or any person claiming through or under the Government.

And lastly the Project Company doth hereby confirm that it had handed over to and placed the
Government in possession of the said property hereby granted, conveyed, transferred and
assigned unto the Government.

AND THE PROJECT COMPANY DOTH HEREBY FURTHER COVENANT with the said
Government that whenever reasonably required by the said Government and at the cost of the
Government, the Project Company will do sign and execute all other acts, deeds and writings
for further and better assuring the said land and property more particularly described in the
Schedule hereunder and hereby transferred to the said Government

IN WITNESS WHEREOF the Project Company has hereunto set and subscribed their
respective hands and seals respectively on the day and year first above mentioned

The Schedule above referred to

Signed and delivered by the within named Modern Project Co. Ltd. by the hands of Shri
……………..Managing Director thereof in the presence of
1.
2.
Signed and delivered by the within named The Governor of Maharashtra state, by the hands of
Shri ……………..authorized signatory in the presence of
1.
2.