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WITHOUT PREJUDICE
SPEED POST/REGISTEREDA.D./EMAIL
16.10.2024
To,
1. Riju Mani Talukdar,
Talukdar Law Offices
D-11, UGF, Jangpura Extn.,
New Delhi-110014
2. Reema Gupta
3. Shubham Gupta
4. Shobhit Gupta
All at:- Plot No. 88089,
Pocket 1, Ramprastha Greens,
Sector 07, Vaishali, Ghaziabad
Subject: LEGAL NOTICE FOR DISPUTES ARISING OUT OF
LEASE AGREEMENT DATED 14.09.2016
REF:- 1. YOUR LEGAL NOTICE DATED 09.09.2024
2. OUR REPLY DATED 16.10.2024
We act for and on behalf of Our Client Mr. Rajesh Kumar Srivastava, having his
residential address at ______________________, who have instructed us, after
providing us the necessary documents and briefing us on the subject matter, to
serve you with the following notice in the circumstances, as stated hereunder:-
1. At the outset, it is stated that the present letter is in sequel to our reply dated
16.01.2024 to your legal notice dated 09.09.2024, wherein the following
requests have been made by us:-
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A) Withdraw the legal notice dated 09.09.2024, and any such liability
sought to be imputed against Our Client.
B) Adjust an amount of 1,03,91,990/- i.e. the extra paid during the period
from 2017-20 for the future rent accrued.
C) Calculate the future rent as per area provided for in the map i.e. 2802.71
sq meter.
D) Provide all receipts of all tax payments made by Your Client, in terms of
the agreement, which Your Client has not carried out till date.
E) Refund of the interest free six months deposit, pursuant to which Our
Client would vacate the subject property on 31.03.2025.
It is stated that as there has been no development on the above requests,
apart from which there has been an escalation of disputes from Your Client,
we are constrained to issue the present legal notice to Your Client.
2. It is stated that Our Client manages M/s K.D. Narayan Educational Trust, a
Charitable Trust under Trust Act having its registered office at D/135,
Shrikrishnapuri, Patna. It is stated that the Trust contents of para 2 of your
legal notice need no reply as the same is a matter of record.
3. It is stated that Your Client Smt. Reema Gupta, Shri Shubham Gupta and
Shri Shobit Gupta, are the owners in possession of the property situated at
Khasra No. 478, 479, 488, 489, 490 in the revenue district of Village: Dadri,
District: Gautam Budh Nagar, Utta Pradesh.
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4. It is stated that Your Client, in the month of Aug-Sept, 2016 had approached
Our Client and made the necessary representations and warranties to run a
school on the said property, without claiming possession or ownership or any
right /title/interest/claim in the said property. It was agreed upon that the
management and operation of the School and Educational Institutiio .
5. That the contents of para 4 of your legal notice need no reply as the same
are a matter of record.
6. That the contents of para 5 of your legal notice need no reply so far as the
same arises from the record. However, it is pertinent to mention that the role
of Your Client was not merely to construct a building on the said property,
but also had the following obligation to fulfil as per the agreement dated
14.09.2016:-
A) As per Clause 7.1, it is an obligation to your Client to have not made any
promise, representation or agreement about Lessor except as expressly
contained in the agreement. It is stated that Your Client has
misrepresented that the area of the land in question in 3716 sq meter or
39998.69 sq feet, because as per the map the total leased area of the
property including the built up area is only 2523.71 sq meter or 27165 sq
feet. It is stated that your notice erroneously and falsely states that the
total area leased out to My Client was a constructed area of 45000 sq ft,
which shows the continuous misrepresentation carried out by your client
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to defraud My client and seek excessive rent than your Client is entitled
to. It is also relevant to point out that due to the mutual decision of the
parties, arrived after the request to increase the number of classrooms in
the school, an extra area of 3000 sq. ft. or 279 sq meter of built up area
was added, bringing the total area of the land under to 2802.71 sqm or
30,168 sq ft, August, 2019 onwards. However, it is stated that your client
illegally charged rent for an entire area of 3716 sq meter or 39998.69sq
ft.
B) As per Annexure II Clause 1, Your Client was obligated to obtain and
maintain all requisite permissions, consents, approvals, sanctions,
registrations that may be required from State Government/authority of the
School Building in order to discharge its obligations under the
Agreement. Your Client was also obligated to provide necessary
documents related to land and building to Our client for obtaining
necessary approvals from State Education Dept for recognition and with
CBSE for affiliation as and when required. In this regard, it is stated that
Our Client faced extreme difficulty and non cooperation from Your
Client, as Your Client failed to provide the necessary documents to enable
Our client to obtain the necessary approval of affiliation, which caused
my Client’s school to remain non affiliated from 2016 to 2021, and only
after 2021 was My Client able to get the relevant affiliation . It is stated
that the area of land as recognised by the map annexed to the agreement
is not accurate, as the said map has not been verified by the municipality,
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on account of illegal encroachment on the government land on account of
Your Client. It is stated that due to non approval of the map of the
Property by the municipality, Our Client was unable to apply for the
necessary affiliation for 5 years from 2016 to 2021, and hence has
suffered immense monetary loss for the said 5 years.
C) As per Clause 7 of the Annexure II to the Contract, Your Client was also
obligated to pay all Municipal Property Taxes/other applicable local taxes
on Time. Further, Your Client was also obligated to provide Our Client
with copies of the receipt of the taxes paid for records. In this regard, it is
stated that the neither the receipts of the Property tax, or the payment of
GST receipts has been shared by Our Client, in gross violation to the
terms and conditions of the agreement dated 14.09.2016.
D) As per Clause 9 of the Annexure II to the agreement, Your Client was
under an obligation to help Our Client attain due approval from the State
Government for running the school at the said premises. It is stated that
Your Client has failed in fulfilling the above mentioned obligations in the
Contract.
It is relevant to mention that the premise also had a preconstructed building
wherein a school namely Sunshine Convent School, Dadri had been running
prior to My Client’s school. It is relevant to mention that the map which is
placed in the agreement, shows the area which had been granted to Sunshine
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Convent School, and subsequently to My Client, is an area of 2523.71 sq
meter or 27165 sq ft.
7. The contents of Para 6 of your notice do not need a reply to the extent that
the same is borne from the record and rest of the contents are denied. It is
stated that Your Client had misrepresented to Our Client regarding the area
of the Client and has thereby been charging extra rent to Our Client by
misrepresenting the area of the Property. It is stated that the following
tabular chart has been provided to illustrate the extra rent charged by Your
Client
Particulars Rent at 23 /sq. ft Rent at 23/ sq ft Rent at 25.56/sq
for 27165 sq ft for 30168 sq ft ft for 30168 sq ft
area from Feb, area from July, from Feb, 2020
2017 to July, 2019 to Jan, to March, 2020
2019 2020
Correct Rent as Rs 6,24,795/- Rs. 6,93,864/- Rs. 7,77,129/-
per My Client per month per month per month
Actual Rent Rs. 8,97,000/- pe Rs. 9,66,000/- Rs. 10,73,640/-
collected By month per month per month
Your Client
Excess Rent paid Rs. 81,66,150/- Rs. 16,32,816/- Rs. 5,93,024/-
for the period
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Therefore, from the above, it is evident that there has been an excess
payment of Rs. 1,03,91,990/- between Feb, 2017 to July, 2020 due to
misrepresentation of your client.
8. It is stated that the contents of para 7 of your legal notice, in so far as it
arises from the record is admitted, and rest of the contents of the same are
denied as wrong, erroneous and without any basis. It is stated that post 2020,
due to onset of covid, as there was a lockdown in place, and as per the
standard at that time, when most persons had excused the rent on account of
the lockdown, it was mutually agreed between the parties that 50-60% of the
actual rent would be payable. It is stated that this arrangement continued
upto March, 2022. It is stated that Our Client were not desirous to continue
the school on Your Client’s property on account of the fact that the number
of students in the school had significantly dropped off due to covid, hence, it
was not possible to pay the excess rent charged by your client and therefore,
your client had reduced the rent to Rs. 4 lacs per month, which was duly paid
by our client.
9. It is stated that the contents of Para 8 of your legal notice are denied as false,
baseless and erroneous. It is denied that Our Client has to pay an amount of
Rs. 12,98,250/- as rent, as due to the oral understanding between the party,
Our Client is only obligated to pay an amount of Rs. 4 lacs, as there has
been no communication from Your Client to Our Client to revert to the
payment schedule as per the Agreement.
I-13, LAJPAT NAGAR III, DELHl-110024 Partner
[email protected] I +91-11-49128113
Singh & Mukherjee Chambers
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10.That the contents of Para 9 of your legal notice is denied as false, baseless
and without any factual merit. In this regard, it is stated that Our Client was
paying the rent along with GST, however, due to the fact that the GST
payment receipt was not being provided by Your Client to Our client, and
therefore, Our Client had stopped the payment of GST amount as envisaged
in the agreement. It is relevant to mention that while Our Client has cleared
the said fees of Rs. 7,92,000/-, after receipt of Your legal notice. However, it
is stated that your admission of the quantum of fees clearly evidences the
arrangement as mentioned in para 7, as the GST payment has been sought
only for Rs. 4 lacs per month . Further, it is a settled principle of law, held in
a catena of Supreme Court judgments that acceptance of an offer, or
continuous acceptance of new consideration amounts to change in contract
and amendment of the said contract.
11.That the contents of Para 10 of your legal notice is denied as false, baseless
and without any merit. In this regard, it is stated that there is no proof that
Your client has fulfilled its obligation and duty to pay GST, as receipt of
such payment has not been provided to Our Client
12.That in regard to your notice (A), regarding payment of Outstanding amount
of GST of Rs. 7,92,000/- has already been paid. It is stated that the same had
been paid by My Client, as my client is a law abiding citizen who does not
want to keep government due pending in any manner. That Our Client will
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not be paying any interest on the said amount, as the agreement does not
provide for any basis for raising interest on delay payment of taxable dues.
Further, Our Client refuses to pay an amount of Rs 12,98,250/- along with
GST as the same arises from the inflated area of the Property. On the
contrary, it is stated that due to the extra payments made for the period from
2017 to 2020, due to the misrepresentation of Your Client, Our Client
demands that future rent payment to be made by Our Client be adjusted to
the excess payments already made. Further, Our Client states that all rent in
the future would be payable on the area as mentioned in the map, and
therefore any excess payment of rent in past is to be adjusted accordingly.
13.That it is pertinent to mention that if Your Client initiates any legal inquiry
the same would be baseless and without any merit, as Our client has not
violated any provisions or law of the Country. On the contrary, it is stated
that it is Your Client who has carried out the illegal activities of
misrepresentation, criminal breach of trust, tax evasion and possibly money
laundering. It is stated that the same involves both civil and criminal
consequences, which Our client would be constrained to initiate, unless the
following demands of Our client are addressed: -
F) Withdraw the legal notice dated 09.09.2024, and any such liability sought
to be imputed against Our Client.
G) Adjust an amount of 1,03,91,990/- i.e. the extra paid during the period
from 2017-20 for the future rent accrued.
I-13, LAJPAT NAGAR III, DELHl-110024 Partner
[email protected] I +91-11-49128113
Singh & Mukherjee Chambers
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H) Calculate the future rent as per area provided for in the map i.e. 2802.71
sq meter.
I) Provide all receipts of all tax payments made by Your Client, in terms of
the agreement, which Your Client has not carried out till date.
14. It is stated that upon fulfilment of the above-mentioned conditions, Our
Client is agreeable to vacate the premises on 31.03.2025, subject to return of
the interest free six month security deposit of Our Client, and further to end
the association arising from the agreement dated 14.09.2016. Furthermore, it
is stated that if the above conditions are not fulfilled, Our client would not
vacate the premises, as the said lease agreement is for a period of 33 years.
Furthermore, it is stated that as per Clause 11 (b) of the agreement, Our
Client cannot be asked to leave by Your Client during the period of the lease
deed. Further, the agreement is conspicuously absent on termination of
contract on account of non-payment of rent, and therefore there is no
termination of the lease deed merely on account of non-payment of rent.
15. Your Clients are also called upon to pay a further sum of Rs. 1,10,000/-
(Rupees One Lakh Ten Thousand Only) towards the costs of the present
reply.
16. Please be further notified that copy of the present reply has been retained in
our office for further necessary action.
I-13, LAJPAT NAGAR III, DELHl-110024 Partner
[email protected] I +91-11-49128113
Singh & Mukherjee Chambers
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Yours truly
Partner
Singh & Mukherjee Chambers
Anando Mukherjee
Partner
Singh and Mukherjee Chambers
And
Advocate on Record
Supreme Court of India
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[email protected] I +91-11-49128113
Singh & Mukherjee Chambers
