TERM SHEET

1 FIRST PARTY M A Leasing & Construction Pvt. Ltd. a company within the meaning of
the Companies Act, 2013 and having its registered office at 113, Park
Street, Kolkata – 700 016, being represented by its Director
Mr.___________________-, son of Mr. ______________________________
2. SECOND PARTY Padmavati Tradelink Limited a company within the meaning of the
Companies Act, 2013 and having its registered office at 5, Middleton
Street, Kolkata – 700 071, being represented by its Director
Mr.___________________-, son of Mr. ______________________________
3. THIRD PARTY Developers – ……………… (PAN ………………..) a company within the
meaning of the Companies Act, 2013 and having its registered office at ..,
……0000– 700 000, being represented by its
Director…………………………………...
4. LAND AREA All that the pieces of land containing More or less 51.638 Cottahs of
contiguous Land lying at Premises no. 19 Netaji Subhas Road, Kolkata,
West Bengal 700001 within KMC ward no.45 demarcated in the map
annexed hereto with clear marketable freehold title and free from all
encumbrances.
5. REPRESENTATIONS The Owner has represented and assured the Developer as follows:
& i. The Owner is the absolute owner of the said property.
RESPONSIBILITIES/ ii. The Owner has assured the Developer that the original title deeds
OBLIGATIONS OF in respect of the said property will be in the safe custody of owner,
THE FIRST PARTY further assured the Developer that they shall keep the original title
deeds safe and unobliterated.
iii. The said property is free from all encumbrances, mortgages,
charges, liens and lispendens.
It shall be the responsibility of the Landowners to complete the following
obligations at their own cost and expenses within 6-9 months of execution
of this term sheet:
a) To provide the said property free from all encumbrances, charges,
liens and lispendens with a clear marketable title with boundary
wall on all sides.
b) To complete Mutation, Amalgamation of premises & to provide NOC
from the Competent Authority ULC.
c) To pay all KMC taxes and outgoings with regards to land till the
completion of the project.
d) Payment of any extra FAR charges (including Green Building/
Metro or any other FAR) apart from basic available FAR, in case the
Landowner wants to buy extra FAR.
e) It shall be the responsibility of the owner for negotiation and
payment to any tenant in the said premises and the deal or
handle or interfere in the affairs of the owner pertaining to the
tenant at the said premises.
f) The landowner shall always keep the developer indemnified against
 all claims regarding title of the land.

The Second Party shall assist the landowners in getting all the required
clearances and permissions at the cost of the landowners.

5. RESPONSIBILITIES The Second Party has agreed:

& OBLIGATIONS OF a. To get sanction of the plan of the said property from the concerned
THE SECOND authority for a Commercial Complex within 6-12 months from the
PARTY Landowner completing his obligations.
b. To commence construction within 60 days of RERA registration
and complete the project within 4 years from sanction subject to
Force Majeure.
c. To bear the cost of construction, development, management and
complete the project within time frame as per the specifications as
laid down in schedule “B”.
d. The developer shall endeavour to achieve maximum FSI subject to
the same being architecturally and statutorily feasible.
e. To provide a monthly statement showing the details of booking and
collections.
f. Keep the landowners indemnified against all claims and liabilities
of the customers with regards to construction of the said land.
6 REVENUE SHARING  Joint Venture on revenue sharing between the First Party and the
Second Party:
60 %- Owner’s share
40 %- Developer’s share
However, the first party shall have the option to opt for area sharing
instead of revenue sharing before execution of Joint Development
Agreement. [However the ratio as specified above shall remain the same]

7. ADVANCE The Second Party shall pay the following advances to the First Party
Owner as follows:
 on execution of this Term Sheet – Rs. 5,00,00,000/- (Rupees
Five Crores only) and the owner shall provide an area
equivalent to 5,000 Sq. Ft. @ Rs. 10, 000/- per Sq. Ft. in the
said premises mentioned herein to the First Party for the
purpose of security;
 on execution of Final Agreement - Rs. 15,00,00,000/- (Rupees
Fifteen Crores only) the owner shall provide an area equivalent
to 15,000 Sq. Ft. @ Rs. 10, 000/- per Sq. Ft. in the said
premises mentioned herein to the First Party for the purpose
of security;
The said refundable advance of Rs 20,00,00,000/- (Rupees Twenty
Crore only) will be refundable advance security without interest.
 Further, it has been agreed by both the Parties herein that out of Rs.
80, 00, 00, 000/- (Rupees Eighty Crore Only) to be paid to the
investor in the said premises, Rs. 51, 00, 00, 000/- (Rupees Fifty –
One Crore Only) shall be borne and paid by the Developer and the
balance of Rs. 29, 00, 00, 000/- shall be either by mode of finance
from financial institution or shall be equally contributed from the
profits of both the parties herein.

Developer/Second Party shall make all payments to Land Owners (Land

Owners share) after deduction and recovery of an amount equivalent to 5%
of Land Owner’s/First Party revenue towards Advertisement, marketing
cost and brokerage to be incurred by the Developer. (Plus/Minus Statutory
Taxes/Deductions if Any)

PAYMENT AND REVENUE SHARING UNDER THE RERA: Both parties

hereby commit for due compliance of all RERA/HIRA guidelines and
creation of an escrow account to be operated jointly as mandated by the
RERA/HIRA.
a) Certain amounts may be mandatorily required to be kept in a
dedicated RERA/HIRA escrow account to be used for construction
costs and allied activities.
b) Out of whatever amount allowed to be withdrawn from the Escrow
Account for any purpose including construction, shall be distributed
as per the Joint Venture Ratio.
8. FINANCE The Developer will be entitled to seek construction financing of the Project
(Project
Finance) by any Bank/Financial Institution (Banker). For this purpose, the
Owners shall
deposit/mortgage the title deeds and execute necessary documents in
favour of the
Developer and the Owners will join as consenting parties (if required by
the funding
institution) to accord their “No objection” to creation of charge of
Developers share by
the Developer in favour of Banks. In this regard, the Developer shall
indemnify the
Owners against any or all claim arising out of such borrowings. In any
event, no charge
shall be created on the Owners’ Allocation. The loan so taken shall be
solely and
exclusively used for the purpose of the said project.

9. MISCELLANEOUS a. Branding: The said property will have joint branding, but the
 building will bear the name with prefix “PRIMARC”

b. In this case, all the consideration towards Project (i.e. saleable

area, Unit Price, Floor rise escalation and PLC, Car Park & Two-
wheeler Parking) will be shared in the JV ratio as per the ratio
mentioned in clause 6 hereinabove. In other words, the entire
project revenue will be shared except Schedule-A which shall
accrue exclusively to the Developer/Second Party.

c. All the reimbursements for extra charges as per Schedule-A shall

accrue only to the Developer.

d. All deposits (Sinking Fund, Maintenance deposit, Corpus Deposit,

if any, as described in Schedule-A) shall be transferred to the
Association on its formation. Neither of the parties shall use such
funds nor shall have any claim on the same.

e. The prospective/ultimate buyer/s shall be liable to the Developer

for GST (or any other applicable taxes) in respect of their respective
units.

f. Unsold units, if any on completion of the project, shall be

distributed amongst the parties as per the JV ratio as recited in
clause 6. The developer shall charge the owner either GST (if
applicable) or the proportionate amount of GST input credit at
actuals reversed on CC, and extra charges and deposits for the
unsold inventory that is allocated to Owners or their nominees.

g. GST and whatever taxes that may become applicable will be borne
by the respective parties i.e. Duty/Taxes applicable on the
Developer’s share shall be paid by the Developer and Duty/Taxes
applicable on the Owner’s share shall be paid by the Owners.

10. TIMELINE The Second Party will endeavour to develop the said projects within
24-30 months from the date of sanction with a grace period of 6
months. In the event of introduction of any statute wherein,
registration of the project becomes mandatory, such time may be
discussed mutually by and between the parties.

11 DEFINITE JOINT This term sheet only records the broad terms and conditions agreed upon
VENTURE between the parties hereto. A definite Joint Venture Agreement along with
AGREEMENT the registered Power of Attorney, will be entered into upon payment,
 subject to fulfilling of conditions precedent, incorporating the essential
terms and conditions.

12 CONFIDENTIALITY This term sheet remains as confidential document and none of the
parties shall be entitled to divulge and/or disclose the contents of
this agreement to any other person.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribe their respective hands and
seals on the _____________.

Signed sealed and delivered

by the First Party/Owner at
_________ in the presence of:
1.

2.

Signed sealed and delivered

by the Second Party/Developer
at ___________ in the presence of:

1.

2.

SCHEDULE-A –

Part I - Extra Charges/Reimbursable Expenses

1. Transformer & Electricity Charges

2. DG Charges

3. Nomination/ Cancellation charges

4. Club Charges

5. Cancellation / Nomination charges

6. Legal Charges on per unit basis. (Payments for documentation – this would include
solicitor fees paid by developer for getting registration done)

7. Guarding Charges: Collected/Invoked in case a unit owner is not taking possession

after due date.

8. Formation of Association for Maintenance: Charged at Actual of Rs. 10,000 per unit
approximately.

9. Any other extra facility/reimbursable expenses (example Air–conditioning) provided

on mutual discussion to the unit owner of which reimbursement is required.

PART II – DEPOSITS

1. Sinking Fund/Corpus Deposit/interim deposit

2. Recurring Sinking Fund Deposit

3. Advance maintenance

4. Any others deposit

 SCHEDULE-B – Specifications

1. FOUNDATION R.C. Foundation resting on cast-in-situ reinforced concrete bored piles

2. SUPERSTRUCTURE Reinforced concrete framed structure using minimum M30 grade
concrete conforming to IS-456 and Fe 500 Steel
3. WALLS
(a) External walls Common Clay/Fly Ash/ and/or reinforced concrete walls
(b) Common Area Common Clay/Fly Ash/ and/or reinforced concrete walls
Internal Walls
4. ULTIMATE ROOF Reinforced concrete roof with appropriate water-proofing and proper
heat insulation system
5. FINISHES –
(a) WALL
(1) Wall-Office Space & Office & Showroom to be handed over as a shell with external
Showrooms brickwork & no plaster

(2) Wall- External Cement & Sand Plaster with a combination of ACP cladding, Structural
Glazing, Stone Cladding, cement paint and / or texture finish
(3) Wall-Internal
(i) Corridors, Cement & Sand Plaster with neat POP punning/Gypsum Plaster
Staircases, Landing finished in two coats of Plastic Emulsion Paint
and other common
areas
(ii) Car Park Areas Cement & Sand Plaster/Gypsum Plaster finished with Cement Paint
(iii) Ground Floor Cement & Sand Plaster/Gypsum Plaster finished in combination of
entrance Lobby neat POP punning, texture paint and Marble or Granite cladding at
designated areas
(b) FLOOR
(1) Floor-Office Space Raw Basis
& Showrooms
(2) Floor-Common High Quality Vitrified Tiles/ Marble
Areas
(i) Staircases including Finished in polished Kota stone / Green marble/ Screed Concrete
landings and corridors
at car park level and
typical floors
(ii) Lift Lobby Homogeneous tile or kota stone with matching skirting with or without
inlay works at designated areas
(iii) Other Common Screed concrete
Areas
6. WINDOWS Standard Aluminium section casement windows (powder coated /
anodised) with partially fixed and partially openable shutters with 5mm
to 6mm thick clear toughened float glass glazing
7. DOORS
(i) Staircases Will be provided with Fire Control Doors
(ii) Toilet Salwood door frame with 35mm thick flush shutters having
commercial faced inners painted with white enamel paint with
bathroom latch
8. ELECTRICAL INSTALLATION
(a) Office Space & Provided with main Distribution Box duly wired from the mains
Showrooms
(b) Toilet & Common Total concealed electrical wiring with electrolytic copper conductors
Areas
9. WATER PROOFING Water proofing to floors of Bathrooms, W.C., Planter Boxes, Terraces
and Ultimate Roof
10. AIR CONDITIONING Office & Showroom areas will be available with adequately sized High
Side of VRV system duly installed at extra cost
11. FIRE SUPPRESSION & (i) Provision of adequate firefighting system with multiple wet risers and
DETECTION fire sprinklers connected to separate Fire Reservoir. Evacuation points
and refuge platforms for human safety
(ii) Web enabled fire detection system with facility for fire repeater
panels
(iii) Special smoke detectors and extraction fans in common areas only
12. POWER & BACKUP (i) 24x7 Power
(ii) 100% power backup for VRV system with additional backup to the
extent of 2 watt per square foot of built up area for offices and
showrooms
13. SAFETY & SECURITY 24x7 vigilance facility with CCTV cameras.