Template Agreements — Matigarh Estate

Letter of Intent

Developer ↔ Original Land Seller · Non-binding · Pre-Due Diligence

Purpose

Establishes exclusivity and intent before formal due diligence. Non-binding except for deposit and confidentiality.

LETTER OF INTENT

For Purchase of Agricultural Land at [VILLAGE], [BLOCK], Purulia District, West Bengal

Date: [DATE]

To:
[SELLER NAME]
S/o [FATHER NAME]
[ADDRESS], Purulia District, West Bengal

From:
[DEVELOPER CO. PRIVATE LIMITED]
[Registered Address]
CIN: [NUMBER]

1. Property Description

This Letter of Intent relates to agricultural land measuring approximately [AREA] acres situated at [SURVEY NO./KHASRA NO.], Mouza [NAME], Block [NAME], District Purulia, West Bengal, as described in Schedule A ("Property").

2. Terms of Proposed Transaction

Item	Detail
Total Consideration	₹[AMOUNT] (Rupees [AMOUNT IN WORDS] only)
LOI Deposit (refundable)	₹[AMOUNT] payable within [7] days of signing this LOI
Exclusivity Period	[60] days from LOI date for due diligence
ATS Execution	Within [30] days of satisfactory DD
Final Sale / PoA	Within [120] days of ATS execution

3. Due Diligence Conditions

This LOI and the Seller's obligation to proceed are conditional on the following being satisfactorily completed by the Developer within the Exclusivity Period:

(a) Clear title established — no encumbrances, mortgages, litigation, or adverse claims on Property;
(b) No recorded barga (sharecropper) rights on the Barga Register maintained under WBLR Act;
(c) Physical possession and boundary confirmed;
(d) All-weather road access confirmed within 500 metres;
(e) Borewell feasibility test positive;
(f) District Land Reforms Officer (DLRO) Purulia confirms non-agriculturist purchase application is accepted for processing.

4. Exclusivity

During the Exclusivity Period, the Seller shall not: (a) negotiate with any other buyer; (b) create any third-party interest; (c) encumber the Property in any way. Breach of exclusivity entitles Developer to refund of deposit plus [2x] deposit as liquidated damages.

5. Deposit

The deposit of ₹[AMOUNT] shall be: (a) adjusted towards final consideration on execution of ATS; or (b) fully refunded within [7] days if DD conditions are not met, without any penalty to Developer; or (c) forfeited in favour of Seller if Developer defaults on ATS execution after satisfactory DD, without valid reason.

6. Non-Binding Nature

This LOI is expressly non-binding on both Parties, except for the obligations in Clauses 4 (Exclusivity), 5 (Deposit), and 7 (Confidentiality), which are legally binding from the date of signing.

7. Confidentiality

Both Parties shall maintain strict confidentiality regarding the existence and terms of this LOI. No disclosure to third parties except professional advisors (advocates, accountants) engaged for this transaction, and only subject to professional secrecy obligations.

FOR THE DEVELOPER

Authorised Signatory
[DEVELOPER CO. PVT LTD]

SELLER

[SELLER NAME]
Aadhaar: [Last 4 digits only]

Agreement to Sell (ATS) + Irrevocable Power of Attorney

Developer ↔ Seller · Registered document · Single-transfer structure

Why This Is the Key Document

The ATS + PoA enables the single-transfer structure. The PoA authorises Developer to sign Sale Deeds directly between Original Seller and each UDS Buyer — eliminating a double stamp duty of ~₹70 lakhs.

AGREEMENT TO SELL
AND
IRREVOCABLE POWER OF ATTORNEY

Executed at [PLACE] on [DATE]

PARTIES
Seller/Executant: [SELLER NAME], S/o [FATHER NAME], Aadhaar [LAST 4], residing at [ADDRESS] ("Seller").
Attorney/Developer: [DEVELOPER CO. PVT LTD], CIN [NUMBER], represented by its Director [DIRECTOR NAME] ("Developer").

PART A — AGREEMENT TO SELL

A.1 Sale Consideration

Milestone	Amount	Trigger
LOI Deposit (already paid)	₹[AMOUNT]	Paid at LOI stage — adjust here
ATS Advance	₹[AMOUNT]	On execution of this ATS
Tranche 2	₹[AMOUNT]	On receipt of DLRO permission
Final Balance	₹[AMOUNT]	On execution of first 50 UDS Sale Deeds (within [X] months)

A.2 Title Representations by Seller

Seller represents and warrants that: (a) Seller is the sole and absolute owner with clear, marketable, and unencumbered title; (b) property is free from all encumbrances, charges, mortgages, liens, disputes, or litigation; (c) no barga rights registered; (d) Seller has full power and authority to sell; (e) all land revenue dues are paid up to date; (f) Seller has obtained / will obtain all necessary consents for this transaction.

A.3 Completion

The Developer (acting through the PoA in Part B) shall execute registered UDS Sale Deeds with up to [200] UDS Buyers, each for 6,000 sq ft (1/200th undivided share), within [36] months of this ATS. All such Sale Deeds shall be at the same consideration-per-unit as agreed herein.

A.4 Developer's Default

If Developer defaults in payment of any tranche beyond a [30]-day cure period, Seller may terminate this ATS and forfeit all amounts paid to date by Developer, as liquidated damages.

A.5 Seller's Default

If Seller: (a) creates any third-party interest; (b) revokes the PoA (which is expressed irrevocable); (c) refuses to cooperate with Sale Deed registrations — Developer may seek specific performance in a court of competent jurisdiction and/or claim all amounts paid plus damages.

PART B — IRREVOCABLE POWER OF ATTORNEY

GRANT: The Seller ("Executant") hereby appoints and constitutes [DEVELOPER CO. PVT LTD] ("Attorney") as the lawful Attorney of the Executant to do all or any of the following acts, deeds, and things:

B.1 Scope

The Attorney is authorised to: (a) execute registered Sale Deeds for 6,000 sq ft UDS with each of up to 200 UDS Buyers from the Property described in Schedule A; (b) appear before Sub-Registrar offices in Purulia district and execute and register such deeds; (c) receive consideration from UDS Buyers on behalf of Executant as per the agreed price per UDS; (d) do all acts necessary to give effect to the UDS Sale Deeds.

B.2 Limitation of Scope

This PoA is strictly limited to: executing UDS Sale Deeds for 6,000 sq ft each with individual UDS Buyers. The Attorney is NOT authorised to: (a) mortgage or encumber the Property; (b) sell to themselves or related parties; (c) execute any deed beyond the 200-UDS limit; (d) vary the agreed consideration per UDS without Executant's written consent.

B.3 Irrevocability

This Power of Attorney is IRREVOCABLE and coupled with an interest (the Developer's financial interest in completing the UDS sales), and shall remain in full force until all 200 UDS Sale Deeds have been executed and registered, or until [36] months from the date of this document, whichever is earlier. Any purported revocation by the Executant during this period shall be void and of no effect.

B.4 Indemnity

The Executant shall indemnify and hold harmless the Attorney and all UDS Buyers against any claim, loss, or liability arising from any defect in Seller's title that was not disclosed at ATS stage.

This document is to be stamped and registered at Sub-Registrar office as per applicable WB stamp duty rates. Attestation by two witnesses required at registration.

UDS Sale Deed — Key Clauses

Original Seller (via PoA) → UDS Buyer · Sub-Registrar registered · Core ownership document

Note

This is a clause guide, not a full deed. Your advocate must draft the complete Sale Deed per WB Registration Act. These clauses must be included in the deed.

Recital of Co-Ownership: The Vendor has agreed to sell and the Purchaser has agreed to purchase an undivided [1/200th] share in the Property described in Schedule A ("UDS"). Upon registration, the Purchaser shall become one of [200] registered co-owners of the Property, each holding an equal undivided share equivalent to 6,000 sq ft.

Description of Interest: The UDS transferred herein is 1/200th (one two-hundredth) of the total property measuring [12,00,000] sq ft approximately ([27.55] acres), equivalent in area to 6,000 sq ft, but undivided — meaning the Purchaser does not own any specific, physically demarcated portion of the Property, but rather a fractional co-ownership interest in the entire Property.

No-Partition Covenant: The Purchaser acknowledges and agrees that, for a period of ten (10) years from the date of registration of this Deed, the Purchaser shall not initiate or support any proceedings for partition of the Property under the applicable laws. This covenant is binding on the Purchaser's legal heirs, successors, and assigns. The co-owners collectively acknowledge that the agricultural and commercial viability of the Property depends on it being managed and cultivated as a single unit.

Right of First Refusal (ROFR): Before transferring the UDS to any third party, the Purchaser shall first offer it to the other registered co-owners at the proposed transfer price. Co-owners shall have 30 days to exercise this right. If no co-owner exercises the ROFR, the Purchaser shall offer it to the Management Company for a further 15 days. Thereafter, the Purchaser may transfer to any third party at a price not less than the offered price.

Co-Ownership Nature: The Purchaser acknowledges that the UDS represents an interest in agricultural co-ownership, NOT any of the following: (a) a unit in a Collective Investment Scheme; (b) a security within the meaning of SEBI Act 1992; (c) a fractional share in any company or trust. The Purchaser has purchased land — not an investment product.

Farm Management: The Purchaser acknowledges that the Property will be farmed under a separate Farm Management Agreement (FMA) with [Management Co. Pvt Ltd], which is a service contract and not part of this Sale Deed. The FMA is terminable by the Owners' Committee with 90 days' notice.

Stamp Duty and Registration: All stamp duty and registration charges for this Deed shall be borne by the Purchaser in accordance with the West Bengal Stamp Act and Registration Act. The Purchaser shall present themselves (or an authorised PoA holder) at the Sub-Registrar's office for registration.

Farm Management Agreement (FMA)

Management Co. ↔ All UDS Holders · Separate service contract · SEBI safeguard

The Most Important Safeguard

The FMA MUST be a separate, independently terminable service contract. It must NOT be embedded in or contingent on the Sale Deed. The Owners' Committee's right to terminate (Clause 9 below) is what demonstrates genuine co-owner control — the key defence against SEBI CIS classification.

FARM MANAGEMENT AGREEMENT

PARTIES: [MANAGEMENT CO. PVT LTD] ("Management Company") AND the 200 UDS holders of Matigarh Estate, acting collectively through their Owners' Committee ("Co-Owners"), as detailed in Schedule 1.

1. Appointment

The Co-Owners hereby appoint the Management Company as the exclusive farm manager of the Property for the Term specified herein, on the terms and conditions set out in this Agreement. This appointment constitutes a contract for services and shall NOT be construed as a pooling of interests, collective investment scheme, or any form of securities transaction.

2. Farm Management Services

The Management Company shall provide: (a) Full farm operations — crop cultivation, irrigation, pest management, harvest, and post-harvest; (b) Infrastructure management — drip system maintenance, solar pump, farm pond; (c) Produce management — sale, processing, distribution of farm income to Co-Owners; (d) Staff management — Farm Manager, permanent workers, seasonal crew; (e) Monthly Farm Diary + Quarterly Financial Summary + Annual Audited P&L.

3. Annual Farm Plan

By November 1 each year, the Management Company shall submit a proposed Annual Farm Plan for the coming year to the Owners' Committee, including: crop mix, area allocation, expected yield, input budget, and proposed capex. The Owners' Committee shall approve or request revisions within 30 days.

4. Produce Distribution

Deduction order from gross produce revenue:

Direct harvest expenses (labour, transport, packaging)
Management fee per Clause 5
CAM levy (accrued, per CAM Agreement)
Reserve fund contribution (5% of gross)
Balance = Distributable Farm Income

Distribution: within 60 days of each harvest. Pro-rata to UDS count (each UDS = 1/200th share).

No Income Guarantee: The Management Company makes NO representation or guarantee as to the level of farm produce or income in any year. Farm income is variable and depends on weather, crop performance, and market prices.

5. Management Fee

Management fee: ₹[AMOUNT] per month flat fee (recommended structure — avoids % of revenue which could create a CIS-like structure). Revised annually at AGM by mutual agreement. Payable monthly from CAM levy collections.

6. CAM Levy

Each UDS holder shall pay ₹[AMOUNT] per month as CAM levy. The levy covers: staff salaries, common maintenance, insurance, property tax, Management fee, and reserve fund. Levy revised annually at AGM.

7. Owners' Committee

The Co-Owners shall elect a 5-member Owners' Committee (one per 40 UDS, or as majority decides) at each AGM. The Owners' Committee shall: review accounts monthly; approve contracts above ₹2 lakh; inspect the farm on 24-hour notice; represent the Co-Owners in all dealings with the Management Company.

8. Term

This Agreement shall commence on [DATE] and continue for an initial period of [5] years, thereafter renewing automatically on a year-to-year basis unless terminated per Clause 9.

9. Termination

(a) By Co-Owners: The Owners' Committee may terminate this Agreement by giving 90 days' written notice to the Management Company, by resolution of 60% of Co-Owners at an AGM. No cause is required after the initial 2-year period. During the notice period, the Management Company shall continue to manage in good faith and assist in transition to any successor manager.

(b) By Management Company: The Management Company may terminate with 180 days' written notice after the initial 3-year period, subject to handover of all assets and records.

(c) Immediate termination by Co-Owners (for cause): Fraud, gross negligence, insolvency, or wilful breach of this Agreement — no notice required; immediate termination by Owners' Committee resolution.

CAM Agreement — Common Area Maintenance

Management Co. ↔ All UDS Holders · CAM levy · Governance matrix

Common Areas Covered

Internal farm roads; boundary fencing and gate; farm ponds and water distribution network; solar pump and electrical infrastructure; security systems; drainage channels; clubhouse/common meeting area; cottage common areas (when constructed).

CAM Levy Structure

Item	Monthly Cost	Per UDS (÷200)
Farm Manager salary	₹40,000	₹200
5 workers	₹55,000	₹275
Maintenance + inputs	₹30,000	₹150
Insurance + property tax	₹15,000	₹75
Reserve fund (5%)	₹10,000	₹50
TOTAL (indicative)	₹1,50,000	₹750/month

Note: Above figures are illustrative. Actual levy to be approved at first AGM based on actual budget.

Transfer Protocol (UDS Resale)

On transfer of any UDS: (a) Transferor gives written notice to Management Company 30 days before intended transfer; (b) ROFR offered to co-owners (30 days); (c) ROFR offered to Management Company (15 days); (d) Transfer proceeds; (e) Transferee signs fresh FMA participation acknowledgement and CAM Agreement within 7 days of registration; (f) CAM arrears (if any) must be cleared by Transferor before transfer completes.

Hospitality Services Agreement

Hospitality SPV ↔ Each UDS Holder · 10 cottage nights/year

Nature: This Agreement is a services agreement for hospitality and accommodation services. It is NOT a lease, licence, or sub-licence of the cottage structures. Cottage entitlement is a benefit of co-ownership — not an additional property right.

Annual Night Entitlement

Each UDS holder receives 10 room-nights per calendar year in the cottage facilities. Unused nights expire December 31 each year — no carry-forward. Entitlement is personal — for immediate family only.

Booking Procedure

Minimum 30 days advance notice. Peak periods (Chau Festival January; Mango Season May–June; Durga Puja October): 60 days advance notice. Maximum 3 consecutive nights per booking. First-come, first-served allocation.

Cottage Standards

Clean linen, functional water supply, solar + grid power, Western toilet, attached bath, outdoor seating. Farm-style accommodation — not five-star hospitality. Guests acknowledge rural surroundings and farm conditions.

Commercial Rental Option

Unused entitlement nights may be placed in commercial pool. Revenue split: 70% UDS Holder / 30% Hospitality SPV after deducting cleaning and service costs.

Termination

Agreement subsists as long as UDS Holder holds registered UDS interest. On UDS transfer, Hospitality Agreement terminates — transferee must execute fresh agreement. If Owners' Committee replaces Hospitality SPV (60% AGM vote), incoming operator must honour all outstanding entitlements.

Risk Disclosure Statement

Signed by Buyer before Sale Deed registration · 7-point acknowledgement

RISK DISCLOSURE STATEMENT

Matigarh Estate UDS — Buyer Acknowledgement

To be signed BEFORE execution of UDS Sale Deed

I, [BUYER NAME], S/o / D/o / W/o [FATHER/HUSBAND NAME], Aadhaar [LAST 4], residing at [ADDRESS], hereby acknowledge and confirm having understood and agreed to the following:

1. Not a Collective Investment Scheme: I understand that Matigarh Estate is NOT a Collective Investment Scheme (CIS) registered under SEBI Collective Investment Scheme Regulations 1999. I am purchasing an undivided share in agricultural land. I am NOT subscribing to any investment scheme, pooled fund, or trust. My ownership will be evidenced by a registered Sale Deed — not a certificate.

2. No Income Guarantee: I understand that no representation or guarantee has been made regarding the level, consistency, or regularity of farm produce or any income from the Property. Farm income is variable and depends on crop performance, weather, market prices, and management efficiency. I have not been promised any fixed return.

3. Illiquidity Risk: I understand that an Undivided Share (UDS) in agricultural land is not a liquid asset. There is no organised market or exchange for trading UDS interests. Resale requires finding a willing buyer, complying with the Right of First Refusal procedure, and executing a registered deed. I may not be able to sell at a desired price or time.

4. Farm Management Agreement is a Separate Service Contract: I understand that the Farm Management Agreement (FMA) is a separate service contract, NOT part of my Sale Deed. My land ownership rights are independent of the FMA. The Owners' Committee may terminate the FMA with 90 days' notice and appoint a different farm manager. The Management Company's failure does not affect my land title.

5. Cottage Availability is Subject to Construction: I understand that cottage construction requires Non-Agriculture conversion permission from government authorities, which may take 12–36 months or longer. Cottage entitlement as per the Hospitality Agreement is subject to construction being completed. If cottage construction is delayed or cancelled for regulatory reasons, I acknowledge this does not affect my land ownership.

6. Independent Advice: I confirm that I have had the opportunity to seek independent legal and financial advice before executing this transaction. I have been given all transaction documents in advance of registration and have had adequate time to review them.

7. Regulatory Position: I understand that this transaction is structured as agricultural land co-ownership under WB Land Reforms Act 1955, requires DLRO permission for non-agriculturist purchase, and that the regulatory interpretation of this structure may evolve. I accept this regulatory risk.

BUYER SIGNATURE

[BUYER NAME]
Date: _____________

WITNESS

[WITNESS NAME + ADDRESS]
Date: _____________

7 Legal Documents