Kaagazaat

Subordination, Non-Disturbance and Attornment Agreement (SNDA)

At a glance

Price: Free
Stamp duty: This Agreement is, in substance, a tri-party contractual consent and set of undertakings between the Tenant, the Landlord and the Lender — it does not itself create, transfer, subordinate in the sense of legally re-ranking, or extinguish any right, title, charge or interest in the Premises.
Registration: For the same reason given under Stamping, this Agreement is unlikely to be an instrument section 17 of the Registration Act, 1908 reaches on its own account: it does not itself create, declare, assign, limit or extinguish a right in immovable property of the kind that section targets, but rather records the parties' consent about the priority and continuity of two other interests that carry their own, separate registration positions.
Witnesses: Not compulsory, in either jurisdiction, for an agreement of this kind — it is not a lease, a mortgage, a conveyance or a will, and because it is not ordinarily presented for registration, the qualification Chandigarh applies to the first witness on a deed it does register (paragraph 127, Punjab Registration Manual) has no bearing here.

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Also called

SNDA
SNDA Agreement
Subordination Non-Disturbance and Attornment Agreement
Subordination and Non-Disturbance Agreement
Non-Disturbance Agreement
Non-Disturbance and Attornment Agreement
Tenant Subordination Agreement
Lender Non-Disturbance Agreement

When you need it

Use this when a commercial property in Punjab or in the Union Territory of Chandigarh — a shop, an SCO, a showroom, an office floor, a warehouse or an industrial unit — is let out to a Tenant, and the Landlord mortgages or charges that property to a bank, non-banking financial company or other lender as security for a loan. This is most often a Lease Rental Discounting facility, where the amount the Landlord can borrow, and the instalments it repays, are worked out from the rent the Lease already generates — which is exactly why the Lender wants this Agreement directly from the Tenant before it disburses: its security is only as good as the Lease income behind it, and it wants that income, and its own priority over the property, nailed down in writing rather than left to what the Lease and the Mortgage might imply against each other.

Three promises, each running a different way. The Tenant agrees that its rights under the Lease are SUBORDINATE in priority to the Lender's Mortgage — so if the Lender ever has to enforce its security, the Tenant's Lease does not stand in the way of that enforcement. In exchange, the Lender promises NON-DISTURBANCE — so long as the Tenant is not in default under the Lease, the Lender will not terminate the Lease or disturb the Tenant's possession merely because it has foreclosed, taken possession of, or sold the property. And the Tenant agrees to ATTORNMENT — if the Lender, or anyone who acquires the property through the Lender's enforcement, becomes the new owner, the Tenant will recognise and treat that person as its landlord and continue paying rent to it, automatically, without needing a fresh lease to be negotiated. Clause 6 adds the practical mechanic that goes with this: once the Lender gives written notice, after a default by the Landlord under the loan, the Tenant pays rent directly to the Lender instead of to the Landlord. For a Landlord raising finance against a tenanted commercial property in Punjab or Chandigarh, for the Lender financing it, and for the sitting Tenant whose comfort and cooperation the Lender needs before it will actually advance the money. Not for an ordinary sale of a tenanted property with no financing involved — the Agreement to Sell (Tenanted Commercial Property) and the Tenant Attornment Letter in this library are drafted for that, and this Agreement does not redo their work. Not for the Tenant's own certification of the state of the Lease to a Buyer or a Lender — that is the Tenant Estoppel Certificate, a different document in this library, cross-referred to in clause 11 and not restated here. Not the mortgage or charge itself — the Landlord and the Lender need their own mortgage or hypothecation documentation, separately stamped and registered as that instrument requires, and this Agreement does not create or perfect that security. And not the Lease itself — this Agreement assumes a Lease already exists and works from it, rather than creating or varying its terms.

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See stamp duty, registration and witnesses

What follows is written for Punjab and Chandigarh. It states the position there rather than describing how it varies, so the amounts below are the ones that apply — worth confirming at the sub-registrar’s office, because rates change. If the property is anywhere else in India, none of this is yours.

Stamp duty

This Agreement is, in substance, a tri-party contractual consent and set of undertakings between the Tenant, the Landlord and the Lender — it does not itself create, transfer, subordinate in the sense of legally re-ranking, or extinguish any right, title, charge or interest in the Premises. The Mortgage referred to in clause 2 is what actually creates the Lender's security interest, and the Lease referred to in clause 1 is what actually creates the Tenant's leasehold interest; this Agreement is the parties' consent about how those two pre-existing interests are to interact, not a fresh transfer of either. Because of that, this Agreement is less likely to attract the ad valorem stamp duty that a lease, a mortgage or a conveyance attracts, and is more likely, if it is chargeable at all, to fall at most within the residuary or nominal categories this library's other tenant-facing letters describe — but that is this drafter's reasoning from the general scheme of the Indian Stamp Act, 1899, not a rate taken off a published table, and it should not be assumed either way. Confirm, before this Agreement is signed, whether Punjab or Chandigarh treats an agreement of this specific kind — a tenant's subordination and attornment consent given to a lender — as chargeable under a residuary agreement article, under a specific article for a document of this kind if either state has one, or as not separately chargeable at all; see lawyerShouldCheck, which does not resolve this either way rather than guess at it. Whatever the answer for THIS Agreement, it does not change the separate, ordinary stamp duty the Mortgage attracts as a mortgage, or that the Lease attracted (or ought to have attracted) as a lease — each of those is dealt with in its own instrument, and this Agreement does not substitute for either.

Registration

For the same reason given under Stamping, this Agreement is unlikely to be an instrument section 17 of the Registration Act, 1908 reaches on its own account: it does not itself create, declare, assign, limit or extinguish a right in immovable property of the kind that section targets, but rather records the parties' consent about the priority and continuity of two other interests that carry their own, separate registration positions. The Mortgage's own registration position is a separate and real question this Agreement does not answer. A mortgage other than a simple mortgage effected by deposit of title deeds is compulsorily registrable under section 17(1)(b) read with the Transfer of Property Act, 1882 provisions on the particular kind of mortgage created, and the Landlord and the Lender should confirm the Mortgage's own registration was, or will be, properly attended to — this Agreement does not cure a gap in that if there is one. The Lease's own registration position is likewise separate. A lease for a term exceeding one year, or reserving a yearly rent, is compulsorily registrable under section 107 of the Transfer of Property Act, 1882 read with section 17(1)(d) of the Registration Act, 1908, and section 49 of that Act keeps an unregistered lease of that kind out of evidence of its own term and rent. If the Lease identified in clause 1 should have been registered and was not, the Lender's whole reliance on that Lease as security for its loan rests on a document that may not itself be provable in the way clause 1 assumes — see lawyerShouldCheck. If any party nonetheless wants this Agreement registered out of caution, present it in Punjab to the Sub-Registrar of the tehsil in which the Premises lie, via igrpunjab.gov.in, and in Chandigarh to the Sub-Registrar, 30 Bays Building, Sector 17, via revenue.chd.gov.in.

Notarisation

Not required by law, and this Agreement takes effect once all three parties sign it. Notarisation is optional; given that the Lender is very often the party relying most heavily on this Agreement to protect a completed disbursement, and given that the Tenant and the Landlord are not otherwise before the same registering authority together, a notarial record of who actually signed and when is independent evidence worth having, though it does not cure a stamp duty shortfall and does not make the promises in clauses 3 to 6 any more or less binding on their own terms.

Witnesses

Not compulsory, in either jurisdiction, for an agreement of this kind — it is not a lease, a mortgage, a conveyance or a will, and because it is not ordinarily presented for registration, the qualification Chandigarh applies to the first witness on a deed it does register (paragraph 127, Punjab Registration Manual) has no bearing here. Two witnesses are still provided for below, because this Agreement typically survives for years — as long as the Lease and the Mortgage both remain on foot — and a witness who can be produced later is worth more in a dispute about what was actually signed, and when, than the wording of any clause.

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SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

This Subordination, Non-Disturbance and Attornment Agreement (this "Agreement") is made at Mohali on 1 April 2026.

BETWEEN

Northgate Apparel Retail Private Limited, an individual, of Showroom No. 21, First Floor, Phase 7 Market, S.A.S. Nagar (Mohali) 160062, acting through Divya Nanda, Director, authorised by board resolution dated 4 September 2026 (the "Tenant");

AND

Chadha Commercial Holdings Private Limited, an individual, of SCO 88, Sector 9-D, Chandigarh 160009, acting through Vikram Chadha, Director (the "Landlord");

AND

Punjab National Bank, a banking company as defined in the Banking Regulation Act, 1949, of Punjab National Bank, Phase 7 Branch, S.A.S. Nagar (Mohali) 160062, acting through Suresh Bhalla, Branch Manager, authorised under the Bank’s power of attorney (the "Lender").

The Tenant, the Landlord and the Lender are each a "Party" and together the "Parties".

RECITALS

A. The Tenant is in occupation of Showroom No. 21, First Floor, Phase 7 Market, S.A.S. Nagar (Mohali) 160062, S.A.S. Nagar (Mohali), in the State of Punjab (the "Premises") under the Lease identified in Clause 1, of which the Landlord is landlord.

B. The Landlord has created, or proposes to create, in favour of the Lender the Mortgage identified in Clause 2, as security for a loan or credit facility advanced or to be advanced by the Lender to the Landlord. That loan or facility is a lease rental discounting facility of Rs 3,00,00,000 sanctioned against the rental stream from the Lease.

C. The Lender has asked for, and the Landlord and the Tenant have agreed to give, this Agreement as to the priority of the Lease against the Mortgage, the continuity of the Tenant's possession if the Lender ever enforces the Mortgage, and the Tenant's attornment to whoever acquires the Premises through that enforcement, on the terms below.

D. This Agreement does not restate, and is not a substitute for, the Tenant Estoppel Certificate this library provides for a Tenant's own certification of the state of a lease to a buyer or lender, or for the Tenant Attornment Letter this library provides for the ordinary sale of a tenanted property with no financing involved — Clause 11 says more about this. Nor is it the Mortgage itself, or the Lease itself; each of those remains its own instrument, on its own terms, and this Agreement does not vary either of them except as this Agreement expressly says.

NOW THIS AGREEMENT WITNESSES as follows.

1. THE LEASE

1.1 The Tenant holds the Premises under a registered Lease Deed dated 2 April 2026, registered as document no. 3312/2024, registered on 8 April 2024 at the office of the Sub-Registrar, S.A.S. Nagar (Mohali) between the Landlord as landlord and the Tenant as tenant (the "Lease"), for a term of Nine years, commencing 1 April 2024, expiring on 3 April 2026, at a rent presently payable of ₹2,10,000 (Rupees Two Lakh Ten Thousand only).

Questions about this document

Does the Subordination, Non-Disturbance and Attornment Agreement (SNDA) need stamp paper or stamp duty in Punjab and Chandigarh?

See the full position on stamp duty, registration and witnesses

Does the Subordination, Non-Disturbance and Attornment Agreement (SNDA) need registration in Punjab and Chandigarh?

See the full position on stamp duty, registration and witnesses

What does the Subordination, Non-Disturbance and Attornment Agreement (SNDA) cost on Kaagazaat?

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Does the Subordination, Non-Disturbance and Attornment Agreement (SNDA) need witnesses?

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