Place: Gurugram, Haryana
Date: 1 April 2026
The Seller
- Name: Rajinder Kumar Malhotra
- Son / daughter / wife of: Late Shri Om Prakash Malhotra
- Address: B-42, Sector 15, Noida, Uttar Pradesh 201301
- PAN: AFZPM1234K
- Signing as: Sole owner of the Property
The Co-Seller — joint owner, signing together with the Seller
- Name: Suman Malhotra
- Son / daughter / wife of: W/o Shri Rajinder Kumar Malhotra
- Address: B-42, Sector 15, Noida, Uttar Pradesh 201301
- PAN: BKLPM5678R
Wherever this MOU says "the Seller" it means the Seller and the Co-Seller together. They are bound jointly and severally, and each of them must sign the Agreement to Sell and the Sale Deed.
The Buyer
- Name: Sneha Iyer
- Son / daughter / wife of: D/o Shri Krishnan Iyer
- Address: Flat 703, Rose Wood Apartments, HSR Layout, Bengaluru 560102
- PAN: AXTPI9012L
The Co-Buyer — buying jointly with the Buyer
- Name: Arvind Rao
- Son / daughter / wife of: S/o Shri Mohan Rao
- Address: Flat 703, Rose Wood Apartments, HSR Layout, Bengaluru 560102
- PAN: CDEPR3456M
Wherever this MOU says "the Buyer" it means the Buyer and the Co-Buyer together, bound jointly and severally. The Property will be conveyed to both of them, and the Sale Deed will record the share of each.
1.1 The Seller and the Buyer are together called "the parties".
1.2 Each person signing this MOU confirms that they are a major, of sound mind and competent to contract under Section 11 of the Indian Contract Act, 1872.
2.1 This MOU relates to the following property ("the Property"):
Residential Flat No. 1204, Twelfth Floor, Tower C, Ambience Heights, built on Plot No. 27, Sector 82, Gurugram, Haryana 122004, admeasuring 1,450 sq. ft. super area and 1,020 sq. ft. carpet area, together with one covered car parking bearing No. B2-116 and the undivided proportionate share in the land and common areas. Boundaries: North — Flat No. 1203; South — open to sky; East — Tower D driveway; West — common corridor and lift lobby.
2.2 The Seller's title to the Property comes from:
Sale Deed dated 18 August 2016, executed by M/s Ambience Developers Pvt. Ltd. in favour of the Seller and registered as document no. 8842 in Book No. 1, Volume 1204, at the office of the Sub-Registrar, Gurugram (East), followed by mutation in the Seller's name in the records of the Municipal Corporation of Gurugram on 3 October 2016.
2.3 The present state of the Property is: Vacant and locked.
2.4 The parties confirm to each other, and each of them signs this MOU on the strength of the other's confirmation, that:
(a) the Property is not agricultural land;
(b) the Property is complete and, where it was bought from a builder or a development authority, has been handed over, so that the Seller holds a completed and titled interest in it — this sale is not a transfer, assignment or nomination of a builder-buyer agreement in respect of a unit still under construction;
(c) every owner of the Property is an individual, and not a company, limited liability partnership, partnership firm, Hindu Undivided Family, trust or society;
(d) the Property is not ancestral or coparcenary property, and no minor and no person under guardianship holds any interest in it; and
(e) neither the Seller nor the Buyer is a non-resident of India.
If any of these is not correct, this MOU is the wrong document for the transaction. The parties should stop, take advice, and use a document drafted for that case, because the rest of this MOU — the title documents in Clause 8, the payment structure in Clause 6, the confirmations in Clause 16 and the tax position in Clause 18 — is drafted on the footing that all five are true.
3.1 This MOU records the main terms the parties have settled so far, and the steps each of them will take, so that a formal Agreement to Sell can be signed by the date in Clause 10.1. It is being signed at an early stage — usually because the Buyer needs time to arrange money and to check the title, and wants the Property held for them while that is done.
3.2 It does not transfer title. No right, title or interest in the Property passes to the Buyer under this MOU. Ownership will pass only under a Sale Deed (bainama) that is properly stamped and registered before the Sub-Registrar. Section 54 of the Transfer of Property Act, 1882 says in terms that a contract for the sale of immovable property does not, by itself, create any interest in or charge on that property.
3.3 It does not hand over possession. No kabza is given or agreed to be given. See Clause 15.
3.4 It is not the Agreement to Sell. The parties do not intend this MOU to be the agreement to sell, and do not intend it to be specifically enforceable as a contract to convey the Property. The obligation to sell and to buy is meant to arise only when the Agreement to Sell is signed. The commercial terms in Clauses 4 and 6 are recorded here so that they can be carried into that agreement, not so that either party can sue on them.
3.5 But both parties understand this. A court looks at what a document does, not at what it is called. If this MOU is later found to contain everything a contract needs — identified parties, an identified property, a settled price, and an intention to be bound — a court may hold it to be an enforceable agreement to sell in spite of Clause 3.4. Since the Specific Relief Act, 1963 was amended in 2018, specific performance is the normal remedy for breach of such a contract rather than a discretionary one. The parties sign this MOU knowing that. Anyone who is not ready to be held to this sale should not sign until they are.
3.6 Clause 20 sets out which clauses of this MOU the parties do intend to be binding on their own, whatever happens to the sale.
4.1 The price agreed for the Property is ₹1,85,00,000 (Rupees One Crore Eighty Five Lakh only) ("the Price").
4.2 The Price is for the Property as described in Clause 2.1, together with everything permanently fixed to it, and together with anything listed in Clause 10.
4.3 The Price is fixed. It will not be revised for a movement in the market, a revision of the circle rate, or a change in the rate of any tax, unless both parties agree in writing.
5.1 The Buyer has paid, and the Seller acknowledges having received, ₹5,00,000 (Rupees Five Lakh only) as token money — bayana — on 2 April 2026, by Bank transfer (NEFT, RTGS, IMPS or UPI).
5.2 The bayana is earnest money. It is paid to hold the Property for the Buyer for the exclusivity period in Clause 7, and as part payment of the Price. It is not a loan, and it is not a deposit held for safekeeping.
5.3 The bayana forms part of the Price. It will be shown as already paid in the Agreement to Sell and again in the Sale Deed, and the Seller will not ask for it a second time at any stage.
5.4 The Seller confirms that the bayana has been received by the Seller personally, or into the Seller's own bank account, and not by any broker or agent on the Seller's behalf.
5.5 What happens to the bayana if the sale does not proceed is set out in Clauses 11 to 14. Those clauses bind the parties whatever becomes of the sale itself.
Payment reference. UTR HDFCN52026031200418, HDFC Bank, Sector 14 Gurugram branch. Both parties will keep the bank record of this payment with their copy of this MOU.
6.1 The balance of the Price, after the bayana and after any amount paid on the signing of the Agreement to Sell, will be paid as the Agreement to Sell provides. The parties intend this structure and will write it into that agreement: the bayana in Clause 5 is already paid, any amount payable on the signing of the Agreement to Sell is paid at that time, and the whole of the remaining balance is payable at the time the Sale Deed is presented for registration before the Sub-Registrar — against handover of possession and of the original title documents, on the same day and at the same place.
6.2 Every payment of ₹20,000 or more will be made by bank transfer, account payee cheque or demand draft, and not in cash. Clause 18 explains why.
6.3 Money paid by the Buyer's lender directly to the Seller, or directly to the Seller's existing lender to close an outstanding loan, counts as payment by the Buyer.
6.4 Tax deducted at source and deposited with the Government under Clause 18 counts as payment of that much of the Price.
Payment on signing the Agreement to Sell. A further ₹13,50,000 (Rupees Thirteen Lakh Fifty Thousand only) will be paid by the Buyer to the Seller when the Agreement to Sell is signed. That amount also forms part of the Price, and Clauses 11 to 14 apply to it in the same way as they apply to the bayana.
7.1 From the date of this MOU until the date in Clause 10.1, the Seller will not, whether directly or through any agent, broker or family member:
(a) market, advertise, list or offer the Property for sale to anyone else;
(b) accept bayana, an advance, a booking amount or an option fee from anyone else;
(c) sign any memorandum, agreement to sell, sale deed, gift deed, exchange deed, lease, licence, collaboration or development agreement in respect of the Property with anyone else;
(d) create any fresh mortgage, charge or lien on the Property, or let any person into possession of it;
(e) do anything that makes it harder to convey a clear and marketable title to the Buyer.
7.2 This exclusivity is what the bayana buys. If the Seller breaks it, Clause 12 applies.