THIS AGREEMENT FOR NOMINATION made this the

day of

TWO THOUSAND AND

BETWEEN

Mr/Mrs. __________________ son of __________________ and Mr./Mrs. _________________ daughter of ________________ residing at ______________________________________ hereinafter referred to as the TRANSFEROR (which term or expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include his/her heirs, legal representatives, executors, administrators and assigns) of the FIRST PART AND Mr/Mrs. _________________________ son of _______________________ residing at

____________________________ hereinafter referred to as the TRANSFEREE (which term or expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include his/her heirs, legal representatives, executors, administrators and assigns) of the SECOND PART AND PAHARPUR COOLING TOWERS LIMITED, a Company within the meaning of the Companies Act 1956, having its registered office situated at No. 8/1/B, Diamond Harbour Road, Kolkata 700 027 hereinafter referred to as CONFIRMING PARTY (which term or expression shall unless excluded by or repugnant to the subject or context be deemed to mean and include its successor and/or successors in office/interest and assigns) of the THIRD PART

WHEREAS: A) In pursuance of and by virtue of an Agreement dated ________________ entered into between Paharpur Cooling Towers Limited i.e. the Confirming Party herein, therein referred to as the Seller of the One Part and the Transferor herein therein referred to as the Purchaser of the Other Part, the Transferor agreed to purchase and acquire on ownership basis either in his name or in the name of his nominee and/or nominees ALL THAT the Flat/Unit No."_" on the _ floor of Building No ____ situated at Genexx Valley, Diamond Harbour Road, Opposite Joka Tram Depot and ESI Hospital, Thakurpukur, Kolkata 700104 (hereinafter referred to as the said PREMISES) containing by admeasurements ______ Sq. ft. of super built up area ( be the same a little more or less) along with a _________ Car Parking space being marked as (Slot No _____________) and the proportionate share in all common parts, portions, areas and facilities and TOGETHER WITH the undivided proportionate share in the land below and underneath the building No. _____ comprised in the said Premises and attributable thereto (more fully and particularly mentioned and described in the SCHEDULE hereunder written and hereinafter for the sake of brevity referred to as the said FLAT AND THE PROPERTIES APPURTENANT THERETO) for the consideration and on the terms and conditions contained and recorded in the said Agreement (hereinafter referred to as the said SALE AGREEMENT). B) Out of the total amount of consideration agreed to be paid by the Transferor in terms of the said Sale Agreement, the Transferor from time to time made payment of a sum of Rs.___________/- (Rupees ________________________________) only towards the consideration of the Schedule mentioned flat and the properties appurtenant thereto and further a sum of Rs.________/- (Rupees _________________________) only towards payment of various charges, legal, deposits and/or advances as per and in terms of the Agreement for Sale aggregating to a sum of Rs.________________/(Rupees

_____________________________) leaving a balance sum of nil (hereinafter referred to as the BALANCE AMOUNT). C) D) The various buildings forming part of the said housing complex have already been completed. The Transferor with the consent and concurrence of the Confirming Party herein has agreed to irrevocably nominate the Transferee herein in his place and stead under the said Sale Agreement with the intent and object that consequent to such Nomination the Transferee herein shall be deemed to have been substituted in place and stead of the Transferor under the said Sale Agreement and shall be entitled to obtain the Deed of Conveyance and/or transfer directly from the Confirming Party herein in respect of the said Flat and the Properties Appurtenant Thereto in terms of the said Sale Agreement for the consideration and on the terms and conditions hereinafter appearing. E) The parties are desirous of recording the same, in writing.

NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO as follows:

A. (a)

REPRESENTATIONS AND WARRANTIES BY THE TRANSFEROR At or before execution of this Agreement the Transferor has assured and represented to the Transferee as follows:

i) ii)

THAT the said Sale Agreement dated __________ is still valid and subsisting THAT the Transferor has not committed any breach of any of the terms and conditions of the said Sale Agreement

iii)

THAT the Transferor from time to time has made payment of a sum of Rs.___________/- (Rupees ______________________________) only to the Confirming Party herein towards consideration price for the Schedule mentioned Flat and the Properties Appurtenant Thereto leaving a balance sum of Nil and also a sum of Rs.__________/- (Rupees _______________________________________) only towards various charges, deposits and/or advances in terms of the said Sale Agreement

iv)

THAT the Transferor has not created any charge and/or mortgage nor has created any interest of a third party into or upon the said Flat and the Properties Appurtenant thereto

v) (b)

THAT the Transferor is fully competent to enter into this Agreement Relying on the aforesaid representations and believing the same to be true and acting on the faith thereof the Transferees have agreed to enter into this Agreement and to part with the amounts as hereinafter appearing.

B. (a)

NOMINATION In consideration of the various amounts herein after stated, agreed to be paid by the Transferee to the Transferor, the Transferor with the consent and concurrence of the Confirming Party herein has irrevocably nominated the Transferee herein in his/her place and stead under the said Sale Agreement with the intent and object that consequent to such nomination the Transferee shall be deemed to have been substituted in place and stead of the Transferor under the said Sale Agreement and shall become entitled to obtain the Deed of Conveyance and/or transfer in his name directly from the Confirming Party herein in terms of the said Sale Agreement .

C.

NOMINATION COSTS (i) The Transferee has agreed to pay a sum of Rs._______________/(Rupees

________________________) only to the transferor towards consideration price for the Schedule mentioned Flat and the Properties Appurtenant Thereto and further an amount of Rs.__________/- (Rupees __________________________________________) only on account of reimbursement of the various charges, deposits and/or advances already made by the Transferor to the Confirming Party in terms of the said Sale Agreement totaling to a sum of Rs.________/- (Rupees ______________________________________ ) only. (ii) The Transferor has agreed to pay a sum of Rs. 15000.00 (Rupees Fifteen Thousand only) as nomination charges to the Confirming Party.

(iii)

At or before execution of this Agreement the Transferee has paid to the Transferor a sum of Rs.__________/- (Rupees _____________________) only (which amount the Transferor doth admit and acknowledge to have been received) as advance payment and the balance of the consideration amount of Rs.____________/- (Rupees _____________________________) only and Rs.________/(Rupees ____________________________) only on account of

reimbursement of the various charges, deposits and/or advances already made by the transferor to the confirming party in terms of the said sale agreement only shall be paid by transferee to the transferor on or before ________________ or possession of the said flat, whichever is earlier. (iii) The Balance of the Consideration Amount and also the amounts to be paid as and by way of reimbursements of the charges, deposits and/or advances made by the transferor to the confirming party in terms of the said Sale Agreement, shall be paid by the Transferee to the Transferor, on the Completion Date as hereinafter appearing upon execution and registration of the Deed of Conveyance and/or transfer subject to the Transferee being put in complete vacant possession of the said Flat and the Properties Appurtenant Thereto. (iv) The Transferor has agreed to join as a Confirming Party in the Deed of Conveyance to be executed in favour of the Transferees and in any event this Agreement is and by itself shall be treated as the consent of the Transferor. D. EFFECT OF NOMINATION Consequent to such nomination the Transferee shall be deemed to have been substituted in place and stead of the Transferor under the said Sale Agreement and the Transferee alone shall be entitled to obtain the Deed of Conveyance and/or transfer in respect of the said Flat and the Properties Appurtenant Thereto directly from the Confirming Party herein in terms of the said Sale Agreement E. COMPLETION DATE The parties have agreed to complete the entire transaction on or before _____________ (hereinafter referred to as the COMPLETION DATE) and time in this regard is and shall be treated as the essence of the contract SUBJECT TO what is hereinafter appearing. F. (i) DEFAULT The parties hereto agree that time for completion is and shall always remain as the essence of the contract and as such none of the parties shall be entitled to cancel and/or rescind this agreement subject to what is hereinafter appearing (ii) By virtue of such nomination the Confirming Party herein confirms that it has accepted the Transferee in place and stead of the Transferor under the said Sale Agreement and hereby agrees and covenants with the Transferee to sign and execute the Deed of Conveyance in respect of the said Flat and the Properties Appurtenant Thereto directly in favour of the Transferee.

(iii)

If on or before the Completion Date the Transferee shall fail to make payment of the balance amount of consideration and also the amounts required to be paid on account of the various advances and/or deposits then and in that event the time for completion shall stand extended by another 60 days (hereinafter referred to as the EXTENDED PERIOD) and during the said Extended Period the Transferee shall be liable to pay interest on the balance amount of consideration to be calculated at the rate of 18 % per annum and if such default continues for a period of more than sixty days then this agreement shall stand cancelled and the advances paid by the Transferee to the Transferor shall stand forfeited and this would be without prejudice to any other right which the Transferor herein may have against the Transferee.

G. (i)

GENERAL The stamp duty registration charges legal fees and other incidental expenses for execution and registration of the Deed of Conveyance or conveyances shall be paid, borne and discharged by the Transferee.

(ii)

The Transferor has agreed to join as a Confirming Party in the Deed of Conveyance and/or Transfer to be executed by Paharpur Cooling Towers Limited i.e. the Confirming Party herein it being expressly agreed and declared that if the Transferor is not made a party to such Deed of Conveyance then and in that event this Agreement by itself is and shall be treated as the consent of the Transferor for execution and registration of the Deed of Conveyance in favour of the Transferee

(iii)

The Transferee agrees to perform and observe all the terms and conditions contained and recorded in the said Sale Agreement excepting those which have been performed and observed by the Transferor

H.

OBLIGATIONS OF THE CONFIRMING PARTY The Confirming Party herein assumes no other obligation excepting to execute the Deed of Conveyance in favour of the Transferee upon payment of the Balance Amount of Nil and the amounts required to be paid on account of the various deposits and/or advances in terms of the said Sale Agreement for any additional facility/facilities not covered by the facilities for which payment has already been made to the Confirming Party by the Transferor as per the sale agreement.

I (a) i)

MUTUAL COVENANTS It is hereby agreed by and between the parties hereto as follows: By virtue of this Nomination, the Transferee alone shall be entitled to obtain the Deed of Conveyance and/or transfer in respect of the said Flat and the Properties Appurtenant Thereto directly from the Confirming Party herein for which no further consent of the Transferor shall be necessary and/or required and this Agreement by itself is and shall be treated as the consent of the Transferor

ii)

The parties agree to do all acts deeds and things as may be necessary and/or required from time to time for smooth implementation of these presents.

THE SCHEDULE ABOVE REFERRED TO

(THE SAID FLAT AND THE PROPERTIES APPURTENANT THERETO)

ALL THAT the Flat/Unit No."__on the___ Floor of Building No. ____ situated at Genexx Valley, Diamond Harbour Road, Opposite Joka Tram Depot and ESI Hospital, Thakurpukur, Kolkata 700104 (hereinafter referred to as the said PREMISES) containing by admeasurements _________ Sq. ft. of super built up area ( be the same a little more or less) TOGETHER WITH a ___________ car parking (Slot No _______________) TOGETHER WITH the proportionate share in all common parts portions areas and facilities and TOGETHER WITH the undivided proportionate share in the land below and underneath the building No ____ comprised in the said Premises and attributable thereto

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the day month and year first above written

SIGNED AND DELIVERED BY THE TRANSFEROR at Kolkata in the presence of WITNESSES:

SIGNED AND DELIVERED BY THE TRANSFEREE at Kolkata in the presence of WITNESSES:

SIGNED AND DELIVERED BY CONFIRMING PARTY at Kolkata in the presence of WITNESSES: