To

Mr. Shantipal,
ESS ESS ENDEAVOURS PVT LTD,
Siliguri.

Ref.: Agreement for sale and MOU regarding Jaybirpara tea estate.

Dear Sir,

With reference to our understanding the Jaybirpara tea estate was handed over to you to operate
under certain conditions laid down in the agreement stipulating certain time frame by which the
condition laid down there in to be followed strictly by you as the same being the essence of the
contract.

It has been reported to me that you have done certain construction work in the factory and our
producing black tea.

It is evident from the fact that you have been continuously violating the clauses of the agreement
which has become your routine habit. The violation of the agreement from your side has taken place
several times as mentioned here under, turning the agreement null and void as per clause XII of the
agreement.

1. As per clause II of the agreement the HO liability of Rupees twenty five lakhs as per
Annexure B was supposed to be paid to us for the disbursement to the parties which has not
been done as yet.

2. A post-dated cheque of Rupees twenty lakhs of dated 5.7.2017 and another PDC of Rupees
twenty lakhs dated 10.7.2017 was also not in cashed on the same date and you requested
the undersigned to give some time to you for those cheque to be in cashed. You were given
some time for those cheques to be in cashed by us or to make some other arrangements for
the payment of the said amount. But it is sad to say that after prolonged persuasion by me
you could make the payment after around months of the stipulated date. It would not be out
of place to say that the agreement was null and void at that point of time only.

3. It has come to our knowledge that you have displayed a name plate of ESS ESS Endeavour
at the factory gate whereas you know you are not the owner of the company. It is not in the
right spirit of the agreement and mutual understanding.

4. The packaging unit in Jaybirpara T.E does not belong to jay birpara tea estate as per clause
XXVII which was supposed to be returned to us within two-months as per mutual
understanding which is also not done by you which is breach of mutual trust.

5. You had promised undersigned that the payment schedule of PDC of Rupees twenty lakhs
dated 5.9.2017 and another PDC of Rupees twenty lakh dated 10.9.2017 will be done on
the stipulated date after you failed to make first PDC payment on dated 5.7.2017 and dated
10.7.2017 in time. It will not be out of place to mention that as per clause XII that the non-
payment of these amounts has already made agreement null and void (cancelled).
 6. As per clause I of the agreement a liability of Rupees Two crore Seventeen lakhs as per
Annexure A at the garden level has been taken by you and it was promised by you that the
same would be paid by you. but it has been reported to me by some of the local supplier that
you have denied the payment of their bill with an excuse that the same was not your
responsibility and the owners of such payment lies on us which is clear violation of the
clause I of the agreement

7. It has come to our knowledge that an amount of Seventeen lakhs on account of electricity
liability has been drawn by the electricity department from our account. It will not be out of
context to remind you that that Rupees Seventeen lakhs on account of electricity liability is
there in the liability list as per Annexure A and it was supposed to be paid by you. Since the
entire liability including Annexure A and B was considered while finalising the value of the
property vis--vis the amount to be paid to our company that is Rupees One crore Sixty
five lakhs after deducting the entire liability. Now you are therefore instructed to return that
Rupees seventeen lakhs which has been drawn from our account by the stated electricity
department to our account

I being the Attorney on behalf of Vishwamitra India Tea Estate Pvt Ltd. have given you the power
of authorized signatory on the basis of MOU signed between you and our director. Thus under the
prevailing circumstances and above mentioned facts it is obvious that the very essence and spirit of
the agreement has been violated not once but on several occasions, I will have no other option then
to revoke the authorization given to you if corrective measures are not taken effectively from your
side. It will not be out of place to mention here that you being the signatory in your capacity as an
individual holding the power of attorney of ESS ESS Endeavours pvt. Ltd is liable for all the
violation and deeds done by ESS ESS Endeavours pvt. Ltd. Last but not the least I would like to
remind you that you have made the agreement null and void particularly by not paying the
consideration money in time as per the agreement.

I have always tried to be considerate from time to time on your request to reschedule the date of
payment of the consideration money.

You are therefore requested to keep the sanctity of the agreement and take necessary action
immediately to avoid any legal action from our side.

Sd

Keshav Sinha
Attorney
Jaybirpara Tea Estate
(Vishwamitra India Tea Estate Pvt. Ltd.)