WITHOUT PREJUDICE

05.11.2015

Dated:
From:
---------------------------------------------The Palm Springs,
Golf Course Road, Sector-54
Gurgaon
Haryana 122002

To,
M/s EMAAR MGF Land Ltd.
Emaar-MGF Business Park
MG Road, Sikanderpur Chowk, Sector-28,
Gurgaon, Haryana-122002
Through its Managing Director
Mr. Shravan Gupta
Sub: Reply to your Notice dated 21.10.2015 in Ref No.
______________________________
Dear Sir,
1. We are in receipt of your letter as captioned above, and have
written communication dated 24.10.2015 to your good offices
requesting details, however we havent heard from your good
offices yet.
2. In the mean time we have sought and received the following
Legal opinion from our designated Counsel, which we are
reiterating herein below:
a. The said HVAT is not payable by the customers, as the
same is prohibited under a statute i.e. the Haryana VAT
Rules of 2014, in Rule 49A(2)(iii), wherein the transfer of
liability/collecting from the customers has been
prohibited, therefore the liability to pay the said tax
cannot be fastened upon us as per the amendment in
the provisions of the Haryana Value Added tax (Third
Amendment) Rules 2014 notified on 12.08.2014.
b. That further more, the orders passed in the Civil Writ
Petition titled as CHD Developers Ltd. Karnal Vs State
of Haryana bearing CWP No. 5730 of 2014, the Honble
court has refrained to even discuss Rule 49A(2)(iii) of
Haryana Value Added tax (Third Amendment) Rules
2014 notified on 12.08.2014, therefore the liability
cannot be fastened upon the customers.
c. That in a similar Scenario in the Judgment of the Honble
Supreme Court of India in the case of L&T Ltd. Vs. State
of Karnataka (2013) 46 PHT 269 (SC) also has upheld

the payment of HVAT, however has not delivered the

liability of the same to the customers.
d. That much less, it is amply clear that the said HVAT is
not liable to be paid by the customers.
e. That further when the customers have already been
delivered the property in the year 2010-2011, which is
much prior to the notification of the HVAT dated
07.05.2013 therefore the customers not liable to be
charged HVAT wherein the property has already been
conveyed much prior to the notification therefore the
present demand is untenable.
That it is pertinent to mention herein that on perusal of
the provision regarding the HVAT in the conveyance
deed, and the amended rules of HVAT 2014, makes it
important to point out section 24 of the Indian Contract
Act 1872, which states that If any part of a single
consideration for one or more objects, or any one
or any part of several consideration of a single
object is unlawful, the agreement is void
In view of the said provision of law clause 39 of the
Conveyance deed becomes relevant which reads as
under:
39. That is a provision of this deed is or becomes
inconsistent with any statutory law, the same shall be
deemed to have been amended/deleted to the extent
necessary to conform to the applicable law and the
remaining provisions of this deed shall remain valid and
enforceable by the party to this deed.
That the said provision of the Indian Contract Act 1872
has been upheld in innumerable Judgments of the
Honble Supreme Court of India, and has been
interpreted to mean that if in case a part of a contract
becomes unlawful, and the said part is separable from
the rest of the agreement, the said part shall be deemed
to have been excluded from the terms of a contract, the
remaining provisions of the contract shall remain
unaffected.
3. That the afore-stated opinion has been sought as measure to
understand the subject and to know our liabilities correctly.
4. However with your inherent knowledge of the dealings of the
HVAT issues in Haryana, you are kindly requested to clarify on
the afore-stated facts, as are brought to our knowledge by the
good offices of our counsel, and we would be more than happy
to have a meeting to understand the issues more accurately.
5. We also request you to kindly share the calculation sheets of
the HVAT with respect to our respective properties, to also
better understand the demands so raised.
Awaiting to hear from your good offices.

Thanking You
Yours truly,