DEED OF TRANSFER

THIS DEED OF TRANSFER made at ____________ on this ________ day of

20 BETWEEN (1) ABC and (2) DEF, both of , Indian
Inhabitants, having their common address at
, hereinafter jointly referred to as “THE VENDORS” (which expression shall unless
it be repugnant to the context or meaning thereof be deemed to mean and include their
respective heirs, executors and administrators) of the ONE PART; and (1) PQR and (2) XYZ,
both of , Indian Inhabitants, having their common address at
__________________________________________, hereinafter jointly referred to as “THE
PURCHASERS” (which expression shall unless it be repugnant to the context or meaning thereof
be deemed to mean and include their respective heirs, executors, administrators and assigns)
of the OTHER PART:

WHEREAS
(a) By an Agreement for Sale dated

and made between

M/s. GHI Builders, therein and hereinafter referred to as the “The Developers” and the Vendors
herein and therein referred to as the “The Purchasers”, the said Developers agreed to sell and
the Vendors agreed to purchase Flat No. _____ (“the said Flat”) admeasuring _________ sq.
ft. of carpet area on the _________ floor of the Building under construction known as “ ” along
with the right to exclusively use and occupy one stilt car parking space (“the said car parking
space”) in the compound of the said under construction building situate at
on the terms and conditions recorded in the said Agreement. The said Flat (under
construction) and the said car parking space are hereinafter collectively referred to as “the said
Premises”. The said Agreement for Sale dated ___________ is duly stamped and registered as
required in

law and the original thereof is in custody of the Vendors. The land on which the said building is
being constructed is more particularly described in the First Schedule hereunder written. The
said Premises is more particularly described in the Second Schedule hereunder written.
(b) The Vendors have complied with all their obligations under the said Agreement for Sale
dated _______________ between the Vendors and the said Developers and have also made
payments of the consideration amounts which became due to the said Developers thereunder
till the date hereof. The said Developers have neither terminated nor have sought to
terminate the said Agreement for Sale dated and the
same is effective, valid, subsisting and binding on the said Developers or also on the Vendors.
(c) The said building is presently under construction
and is expected to be completed by the said Developers and/or
about ______________________ as contemplated under the said
Agreement for Sale dated . The total consideration payable by the Vendors to the said
Developers under the said Agreement for Sale
is Rs. /- (Rupees only),
out of which amount an aggregate sum of Rs. /- (Rupees
only) is already paid by the Vendors to them
till date leaving a balance sum of Rs. __________________/- (Rupees
_____________________ only) now remaining payable to the said Developers in the manner
provided in Clause of the said Agreement for Sale dated . In addition to the
total consideration amount the Vendors have also paid all the relevant taxes to the said
Developers such as Service Tax, Value Added Tax, etc. in full.
(d) The Purchasers have, after perusing the said Agreement for Sale dated
__________ and verifying the rights of the Vendors thereunder, agreed to purchase and
acquire from the Vendors all their right, title, interest, claim, benefit and obligation under the
said Agreement for Sale dated
______________ between the Vendors and the said Developers as also in the said Flat along
with the right to receive the possession of the said Flat (together with the said car parking
space) from the said Developers as the Purchasers thereof as per the terms of the said
Agreement for Sale dated________________, free from all encumbrances and reasonable
doubts of any nature whatever, to which the Vendors have agreed upon the terms and
conditions recorded hereinafter;

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

1. COVENANT TO SELL AND TO PURCHASE

The Vendors hereby sell, transfer, convey and assign, free from all claims and encumbrances
whatsoever, all their right, title, interest, benefit and obligation of and under the said
Agreement for Sale dated
between the Vendors and the said Developers M/s. GHI Builders (ii) as also all their
right, title and interest in the said Premises more particularly described in the Second Schedule
hereunder written along with the right to receive the possession of the said Flat along with the
said car parking space from the said Developers as Purchasers thereof to the Purchasers
against payment of the remaining balance consideration amount as per the terms of the said
Agreement for Sale dated by the Purchasers to the said Developers.

2. CONSIDERATION/PRICE
(a) In consideration of the Vendors hereby selling and transferring all their rights, claims
and benefits under the aforesaid Agreement for Sale and their right to the said Premises to the
Purchasers, the Purchasers shall pay to the Vendors a lumpsum price/consideration of
Rs. /- (Rupees only).
(b) The aforesaid lumpsum price/consideration of Rs. ___________/- (Rupees
_______________________ only) shall be paid and be payable by the Purchasers as under:—

(i) Rs. /- (Rupees _________________ only)

Shall be paid to the Vendors on or before the execution hereof (the payment and receipt
whereof the Vendors do and each of them doth hereby admit, confirm and acknowledge).
(ii) Rs. /- (Rupees ________________ only) shall be paid directly by the Purchasers
to the said Developers M/s. GHI Builders, towards the remaining balance consideration amount
payable by the Vendors under the said Agreement for Sale dated _________ to the said
Developers, in the manner provided in clause __________ of the said

Agreement for Sale dated

. Timely payments by the Purchasers to the said Developers being the essence both of
the said Agreement for Sale and of this Agreement.
3. TAX DEDUCTED AT SOURCE (“TDS”)
(a) The Purchasers have deducted a sum of Rs.

_________________/-

(Rupees only ), out of the consideration

amount payable to the Vendors as referred in Clause 2(b)(i) alone, as TDS as per the
prevailing provisions of the Income Tax Act, 1961. The Purchasers shall forthwith deposit the
said amount of TDS with the Government Treasury and shall furnish the requisite TDS
certificate to the Vendors within the prescribed time.
(b) The Purchasers shall be entitled to deduct TDS on the balance consideration amount
payable to the said Developers in terms of Clause 2(b)(ii) above as per the prevailing provisions
of the Income Tax Act, 1961. Upon such declaration, the Purchasers shall forthwith deposit the
said amount of TDS with the Government Treasury and shall furnish the requisite TDS
certificate to the said Developers within prescribed time.

4. DEEMED TRANSFER
It is agreed and recorded that upon execution hereof, the transfer of the said Premises by the
Vendors in favour of the Purchasers is deemed to be completed. That upon execution hereof
the Vendors have delivered to the Purchasers their said Original Agreement for Sale dated
between the Vendors and the said Developers, to be held by the Purchasers for
their sole benefit.

5. LETTER OF CONSENT/NOC
The Vendors have, at their cost, also obtained the consent of the said Developers and their No
Objection Certificate for transfer of the said Premises and the Vendors’ rights therein in favour
of the Purchasers hereof. The said Letter of Consent/NOC of the Developers is annexed and
marked herewith as Annexure “A” hereto.

6. DECLARATIONS AND COVENANTS OF THE VENDORS

The Vendors hereby declare, confirm, represent and covenant with the
Purchasers as under:—
(a) That the said Agreement for Sale dated __________________is effective, valid, binding
and subsisting and that they have not

assigned the benefit of the said Agreement for Sale to anyone else
either by way of security or otherwise.
(b) All the rights and benefits of the Vendors under the said Agreement
for Sale dated in respect of the said premises shall
hereafter belong to and remain vested in the Purchasers as if the said Agreement for Sale was
entered into by and between the said Developers and the Purchasers herein in place of the
Vendors.
(c) That the said Premises are free from all claims, encumbrances and reasonable doubts
of any nature whatsoever on the part of the Vendors and the same are not attached either
before or after judgment or at the instance of any taxation authority or any other authorities
and the Vendors have not given any undertaking either to the taxation authorities or to any
other authorities or to any financial institution so as to prevent the Vendors from dealing with
or disposing of the said Premises in the manner herein and that the Vendors have full and
absolute power and authority to deal with the said Premises. That they have not created any
mortgage, charge, lien, tenancy, license or any other encumbrance or liability or third party
rights in respect of the said Premises and that they have not done any act whereby the
Vendors’ rights in the said Premises hereby transferred and assigned are or can be prejudiced
or jeopardized in any manner whatsoever. That the Vendors are competent and are entitled to
sell and transfer the said Premises as provided in these presents. That no Insolvency notices or
petitions are pending against the Vendors.
(d) That the Purchasers, subject to due payment by them of the balance consideration
remaining outstanding and payable to the said Developers and fulfilling all their obligations
thereunder, shall be entitled to receive peaceful possession of the said Premises from the said
Developers as Purchasers thereof and thereupon to quietly and peacefully possess, occupy and
enjoy the said Premises without any hindrance, denial, interruption, interference or eviction or
claim by the Vendors and/or by any persons claiming through or under them or in trust for
them. That henceforth, the Vendors shall have no right, title, claim or interest of whatsoever
nature in the said Premises and/or in respect of or under the said Agreement for Sale dated
and the same stands transferred and assigned to the Purchasers absolutely.
(e) That the Purchasers shall be entitled to all the rights and benefits
under the said Agreement for Sale dated including
the right to be admitted as members of the proposed society which shall be formed by the body
of Purchasers of premises in the said under constructed building “ ”.

7. DECLARATIONS AND COVENATNS OF THE PURCHASERS

(a) The Purchasers declare that they have read and accepted the terms, conditions,
covenants and provisions of the said Agreement for Sale
dated and the title of the said Developers as stated
therein. The Purchasers agree not to hereafter in any manner hold the Vendors liable for any
breach or any act or omission on the part of the said Developers in fulfilment of the
obligations of the said Developers under the said Agreement for Sale.
(b) The Purchasers further agree and covenant to fulfil and carry out and perform all the
remaining obligations to be performed on the part of the Vendors under the said Agreement
for Sale and not to commit any breach thereof.
(c) The Purchasers, as the transferees/assignees of the said Agreement for Sale dated
___________ agree and covenant, over and above the payment of the said consideration
amount paid to the Vendors provided herein, to make payment to the said Developers payment
of the amounts of all the said various deposits and amounts payable under the said Agreement
for Sale dated ______________ and in terms of the said Agreement for Sale. Hereafter, the
Vendors themselves are not required to make any further payments to the said Developers
under the said Agreement for Sale dated
.

8. INDEMNITY BY THE VENDORS

The Vendors have represented and assured to the Purchasers that their right, title and interest
in the said premises under the said Agreement for
Sale dated are free from all encumbrances and claims
of whatsoever nature. In the event it is found that the Vendors’ right and title to the said
Premises is defective or any claim is made on the same on account of the Vendors or the
Purchasers suffer any losses or damages by the statements, declarations, representations and
assurances made by the Vendors as herein or any claim whether directly and/ or indirectly is
made on the said Premises due to the Vendors, in that event, the Vendors agree to keep
indemnified and hereby indemnify the Purchasers and their successors in title against all losses,
damages, costs and/or expenses which may be suffered by the Purchasers and/or their
successors in title on account thereof and the Vendors shall reimburse the Purchasers and/or
their successors in title for the same upon their making demand to that effect.

9. TRANSFER CHARGES, STAMP DUTY, REGISTRATION CHARGES AND MISC. EXPENSES

(a) The Transfer charges payable to the said Developers are already paid by the Vendors.
(b) The Stamp duty and registration charges payable on this instrument shall be borne and
paid by the Purchasers alone.
(c) Each party shall bear and pay their own expenses including professional fees of their
respective Advocate.

10. NOTICES
All communications required to be given under this Deed of Transfer shall be in writing and
may be delivered and shall be deemed to have been received if sent through post, fax, e-mail,
courier or any other acceptable means of communication. The address of the parties for service
of the same shall be as mentioned in the title of the present Deed of Transfer.

11. FURTHER ASSURANCES

(a) The Vendors shall hereafter, as and when required by the Purchasers but at the cost of
the Purchasers, sign and execute in favour of the Purchasers all such further and other
documents writings and/or assurances as may be reasonably required for effective and
complete transfer of the said Premises in favour of the Purchasers.
(b) The parties shall do and cause to be done all such acts, deeds, matters and things and
shall execute and deliver all such documents and instruments as may be reasonably necessary
to enable the parties to perform their respective obligations and to give effect to the
completion of the transaction contemplated under this Deed of Transfer.

12. ENTIRE DEED OF TRANSFER

This Deed of Transfer (including the Schedules) constitute the entire Deed of Transfer between
the parties hereto and shall supersede all prior Writings, Letters of Intent and understandings,
both written or oral, arrived at between the parties with respect to the subject matter hereof.

13. AMENDMENT AND MODIFICATION

This Deed of Transfer shall not be amended or modified except by way of
an instrument in writing signed and executed by both the parties hereto.

14. RECITALS
The recitals hereinabove shall form an integral part of this Deed of Transfer.

THE FIRST SCHEDULE ABOVE REFERRED TO

(Give detailed description of the land on which subject building is being constructed)

THE SECOND SCHEDULE ABOVE REFERRED TO

(“the said Premises”)

(Give detailed description of the said Flat along with the said car parking space)
IN WITNESS WHEREOF the Vendors and the Purchasers have set and subscribed their respective
hands to this writing, the day and year first hereinabove written.

SIGNED AND DELIVERED by )

the withinnamed (1) ABC )

and (2) DEF, “THE VENDORS” )

abovenamed, )

in the presence of ...... ) 1.

2.

SIGNED AND DELIVERED by )

the withinnamed (1) PQR and (2) XYZ, ) “THE PURCHASERS” abovenamed, ) in the presence
of ...... ) 1.
2.