MEMORANDUM OF UNDERSTANDING (MOU)
This Memorandum of Understanding is entered at ________ on this ___ May, 2025 between :-
Mr. Lalit Gupta S/o Late Mr R G Gupta, Aged about 65 years (Aadhaar No 889654692412 ),
Resident of Flat no 805 Skymarina , near Sukhadia Circle New Fatehpur , Girwa , Udaipur
Rajasthan (hereinafter called Aggregator) (which expression shall mean and include his legal
heirs, successors, nominees and assignees);
And
M/s Propsathi Realty Pvt. Ltd., (CIN U70109DL2020PTC372115) a company incorporated under
the provisions of the Companies Act, 2013 having its Regd. Off. At Plot No. G-39, Sector-3, Dwarka
II, West Delhi, New Delhi – 110078 and Administrative. Office at A-606, Solitarian City Centre KP-3,
Greater Noida, through its Director / Authorized Signatory Mr. Sagar Srivastava, Mr. Raman Thakur
and Mr. Aviratt Shandalaya duly authorized by the Board of Directors in their meeting held on
_______ (Certified Copy attached) (which expression shall mean and include its legal heirs,
successors, nominees and assignees) of the Second Part hereinafter be referred to as
DEVELOPER;
The parties above shall wherever the context requires be collectively referred to as “Parties” and
individually as “Party” hereto.
WHEREAS:
1. The Aggregator is engaged in aggregation of Agricultural and Non Agricultural Land Parcels,
developing Housing / Commercial Projects and other Real Estate related activities and fully
understands the Nitti Gritty of the Real Estate matters / transactions.
2. The Aggregator do hereby confirms and undertakes that he has aggregated around 6,740 Sq.
Yards (5,600 Sq. Meters) of converted Agricultural Land as Non Agriculture out of a Total Land
Parcel measuring approx. 13,300 Square Yards (11,180 Sq. Meters) situated in Village Chai
Bagicha, Patti Ramgarh, Tehsil and District Nainital Pin 263137 Uttrakhand, more fully marked
in the layout attached with this MOU. This Land hereinafter will be referred to as “Project
Land”.
3. The Aggregator has expressed his desire to Sell, Transfer, Alienate, jointly develop and
Relinquish respective share other Rights and Interest in the above said Non-Agricultural Land
Parcel and has approached the Developer to develop and / or dispose-off this Land Parcel,
either in full or in parts as mutually agreed upon and defined herein below.
4. That the Aggregator has provided all the information in his knowledge and possession in
respect of the Owners rights in this land parcel to the Developer and the Developer has
satisfied itself about the current status of Ownership of the above Non Agricultural Land
Parcel. The Aggregator hereby confirm, declare and assure the Developer that this Land has
been not Sold, Gifted or in any way disposed off or entered into any Agreement to Sell or
created any kind of encumbrances towards the said Non Agricultural Land Parcel and
expressly agree to dispose off the same in the manner prescribed hereinafter with the active
and exclusive involvement and participation of the Developer.
5. That the Developer is engaged in the business of development and marketing of Villas,
Holiday homes, bungalows, and has undertaken many projects for such development and has
successfully implement some projects in Nainital, Mukteshwar, and other parts of Uttrakhand
and is well versed with the detailed rules and regulations, and geographic conditions of the
hills.
6. That the Developer has physically inspected the land parcel as mentioned above and has
understood all the minute details and is very confident of development and marketing of villas
on the Project Land.
7. That both parties have discussed the possibility of development of some villas on the land and
designing the lay out plan of the complete parcel of land as per rules and regulations of the
State and the needs of prospective customers.
8. Having understood the circumstances and being fully satisfied with the situation, all the above
parties have desired to enter into this MOU to define their respective roles, responsibilities and
rights concerning this MOU.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS
CONTAINED HEREIN, THE PARTIES HAVE ENTERED INTO THIS MEMORANDUM OF
UNDERSTANDING:
1. PURPOSE AND SCOPE:
a. The Aggregator hereby appoints the Developer as the exclusive marketer and underwriter for
the development and sale of Plots within the Project Land. The Developer hereinafter will
have the exclusive rights to market, promote and sell the project.
b. It has been estimated that the Project shall comprise of 25 Plots more specifically marked on
the layout. The expected saleable area for different plots has been arrived at as follows:-
- 13 Plots of 300 Square Yards (approx.)
- 11 Plots of 240 Square Yards (approx.)
- 1 Plot of 200 Square Yards (approx..)
Thus the total saleable area has been estimated at 6740 sq. yards which has been estimated
to be developed as individual Villas to be sold to prospective customers.
c. It has been agreed between the parties that the Developer shall not sell the individual plot at
a price to be calculated at a rate not less than Rs. 24,166/- (Rupees Twenty Four Thousand
One Hundred Sixty Six Only) Per Square Yard. The Developer shall have the sole and
exclusive right to pursue the Sale of the Project Land either in full or in Parts. The Aggregator
shall not, directly or indirectly interfere in the sale of the said plots and or encumber the
Project Land without the prior written consent of the Developer.
d. The Developer shall introduce the prospective Buyers to the Aggregator and after receiving
the full consideration with the prospective Buyer, the Aggregator shall arrange the completion
of the sale by arranging the registration of sale deeds at the Tehsil office and completion of
the possession to the respective Buyers. The Aggregator is bound to get the Sale / Transfer
of this Land in favor of the Buyers selected by the Developer and shall not raise any
objection for the same. It is hereby clarified that the Sale consideration shall not be less than
the per sq. yard price mentioned in c above
2. AGGREGATOR (S) OBLIGATIONS
a. To provide all the information and documents in his knowledge and possession in respect of
the Owners rights in this land parcel to the Developer. The Aggregator further confirms, and
assure the Developer that the Owners of the Land have not Sold, Gifted or in any way
disposed off or entered into any Agreement to Sell or created any kind of encumbrances
towards the said Non Agricultural Land Parcel.
b. To arrange execution of all necessary documents, Affidavits, Undertakings, Agreements and
provide all required signatures and to appear in person before any Sub Registrar,
Governments authorities, Courts (if required) etc. to facilitate the Registration and mutation
and other acts from time to time.
c. To disclose and provide copies of all available documents in their knowledge and
possession, information and records related to the Land and provide the copy of the originals
as and when requested by the Developer.
d. To be present at all required occasions before Courts, Tehsildar, any State or Central
Government Authority but not limited to meetings, hearings and registration processes, and
prospective Buyers as required by the Developer.
e. Not to interfere in the sale of any part and plot out of the said land and to refrain from any
actions that may impede, delay or prejudice the sale of the Land.
f. In the event that the Prospective Party (the “Ultimate Buyer”) is introduced to the Aggregator
by the Developer, the Aggregator agrees to engage solely with the Developer in all
communications and dealings concerning the Ultimate Buyer. Under no circumstances shall
the Aggregator communicate or engage, either directly or indirectly with the Ultimate Buyer
or through any other facilitator, broker or any intermediary.
g. To have no further claims against the Developer related to the sale of the property after
receiving the agreed upon amount as per the agreed terms as mentioned above and to get
the execution of the sale / transfer deeds and present before the Sub Registrar when
required.
3. DEVELOPER’S OBLIGATIONS:
a. The Aggregator and the Developer hereby agrees and confirms that the Developer shall
have the exclusive rights and responsibility to undertake the following activities at its own
cost and as per his professional competence and the Aggregator shall not interfere in for the
same.
- To make the complete lay out of the Project Land and mark respective Nos. of
Villas.
- To make retaining walls, develop road cuttings, make motor able roads, plant trees,
street lights, water lines and other horticulture and beautification work etc. on the
Project land.
- To undertake Market Research and Feasibility Reports.
- To make brochure, 3D images and walk through and run Digital and Offline
Marketing Campaigns to attract various interested in customers.
- To provide and undertake Construction and Development Activities on the plots
sold to the Buyers.
- To undertake Client Interactions, Booking and Documentation and Legal Support
and any other services which it intends to the prospective Buyer. It has been
however specifically agreed between the parties that any physical activity on the plot
shall be commenced only once the payment has been made and the registration has
been done in favor of the prospective Buyer.
- To undertake coordination with Local Authorities for Construction Approvals.
- To providing weekly and monthly performance reports to the Aggregator.
b. The Developer shall have the sole and exclusive right to name the whole project as whatever
name and style and branding it wishes to do. The Aggregator shall not object for the same.
c. The Developer shall be at liberty to negotiate the final sale price, over and above the price
indicated in 1 (c) above and collect token amount from the prospective buyers. The
additional consideration shall be collected as his fees and charges over and above price as
mentioned above for facilitating the complete transaction and shall be collected directly to
their account as their compensation / remuneration. The Developer shall not claim any
amount towards fees, cost, and expenses from the Aggregator.
d. It has been expressly agreed between the parties hereto that the Aggregator shall ensure
that all the Owners complete the sale transaction by getting the Sale Deed registered with
the sub registrar after receiving the complete consideration. However if any Owner (s) does
not cooperate in the sale of this Non Agriculture Land in favor of the Developer or their
nominees as mentioned in these presents, the Developer can enforce the same by filing a
suit for specific performance in the jurisdictional courts in India and the Aggregator will fully
co operate in the same.
e. The Developer shall be responsible for development of Roads, Water Supply,
Electricity, Horticulture and Beautification and other Basic amenities with necessary
approvals. The Aggregator shall support the application process for all necessary
construction and layout and other approvals as and when required from local
authorities.
f. To find appropriate suitable Buyer for this Land and complete his due diligence and
financial capacity of the Buyer to make the payment of agreed consideration in time.
g. To draft all legal agreements, undertakings, affidavits and all other documents as
may be required from time to time before various authorities, parties to complete all
the work envisaged in this MOU.
h. The Developer shall have the exclusive right to negotiate and finalize the transaction
with the Ultimate Buyer. The Aggregator shall not take any action or omit to act, in a
manner that may cause delay, obstruct or interfere with the finalization of the sale.
Throughout the entire sale process, the sole point of contact regarding matters
related to the Ultimate Buyer shall be the Developer. Should the Aggregator have
any questions, concerns, or require clarification at any stage such communication
shall be directed exclusively to the Developer.
4. PERIOD
a. This MOU shall be valid for a period of 18 months i.e. it shall come into force from
15.05.2025 and shall remain valid till the 14.11.2026 or execution of an agreement between
parties, whichever is earlier unless earlier terminated or extended on mutual agreed terms.
b. This MOU may be amended only by a written agreement / amendment signed by all the
parties. The period of this MOU can be further extended with the written consent of the all the
parties to this MOU. The parties are free to re-negotiate the price as mentioned in 1 (c)
above and other terms and conditions.
c. In cases where sale agreements have been executed with the prospective Buyers but the
sale process of receiving the consideration and execution of sale deeds has not been
completed within the above period of one year, the Aggregator shall ensure that such sale is
completed with the next 2 months after the expiry of the Period under this MOU.
d. Similarly the Developer shall not accept any money from any Buyer towards sale of land
under this MOU after the completion of period mentioned herein above.
5. WAIVER OF CLAIMS FOR NON PERFORMANCE DESPITE DEVELOPER’S EFFORTS
AND INVESTMENT
a. The Developer hereby unequivocally agree that it will undertake all efforts and actions so that
the whole land is sold with the MOU period of 1.5 Year. However in the event the
contemplated transaction for the sale of the subject land is not completed or partly completed
for any reason whatsoever or the subject procedure is not completed, the Developer shall be
entirely free from any liability, obligation, claims, losses, expenses or responsibility arising
therefrom.
b. In such event neither the Aggregator nor the Developer shall have any claim, demand,
action, or cause of action, whether legal or equitable, against each other for any losses,
damages, costs, or expenses incurred as a result of such non-performance or part
performance.
c. Neither party shall be held liable for any delay or failure in performance due to event beyond
their reasonable control, including but not limited to act of God, war , Government restrictions
of natural disaster’s .
6. TERMINATION
a. Either party may terminate this MOU with 60 days’ prior written notice. Upon such notice, the
Developer shall not enter into any fresh sale transactions.
b. Similarly the Aggregator shall ensure that the all the existing sale transactions/agreements
are fully completed after receiving agreed consideration.
7. CONFIDENTIALITY
a. All the Parties agree not to disclose any information related to this agreement to any third
party in any circumstances without the prior written consent of the other party (s).
b. All information and other material supplied to or received by any party from the other party
under this agreement which by its nature intended to be exclusively for the knowledge of the
recipient or is marked “confidential” and any information concerning the business
transactions or shall be kept confidential by the recipient unless or until compelled to disclose
the same (i) by judicial or administrative process or (ii) by law, or unless the same (iii) is in or
is a part of public domain or (iv) is required to be furnished to any court, regulatory or other
authority having jurisdiction over the recipient and in such cases, the confidentiality
obligations shall cease to the extent required under the foregoing circumstances.
c. All the Parties agree to maintain the confidentiality of all information, documents, and
proceedings related to this MOU and the rectification of the revenue records, mutation etc.
8. MISCELLANEOUS
a. The parties agree that this MOU is being entered into to establish a relationship of trust and
good faith and to allow the Aggregator / Developer to begin working on the arrangement
outlined in this agreement.
b. This MOU constitutes the entire Understanding between the parties concerning the subject
matter hereof and supersedes all prior discussions, agreements and understandings (if any)
whether written or oral.
c. No term of this Agreement will be changed or modified unless such change or modification is
mutually agreed to in writing by and between the parties.
9. Force Majeure
a. Neither party shall be held liable for any delay or failure in performance due to event beyond
their reasonable control, including but not limited to act of God, war, Government restrictions
or Natural disaster’s.
Signatures:
Aggregator :
Developer :
Witnesses:
……………………………..
Name:
Address:
…………………………….
Name:
Address