India-Hyderabad-Madhapur-5 Software Units Layout Lease - JVP Soft Private Ltd. and Kanbay Software (India) Private Ltd.
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S. NO. 39015 Dt: 20/8/2003 Rs.100/- 05135 /s/ K. Rama Chandravathi
Authorized Party Maipal Reddy
s/o Yadi Reddy K. RAMA CHANDRAVATHI
To Whom Kanbay Software (India) Pvt LTD Authorized Party
LEASE DEED
This Lease Deed ("Lease") is made and executed as of the 21st day of AUGUST 2003
by and between JVP Soft Private Limited, a Company within the meaning of the
Companies Act, 1956 and having its registered office at Plot # 5, Software Units
Layout, Madhapur, Hyderabad - 500 081 Represented through its authorised
signatory, Mr. Jayapal Reddy, Chairman (hereinafter referred to as the "Lessor"
) which expression shall where the context admits include its successors and
assigns of the ONE PART
And
Kanbay Software (India) Private, Limited, a Company within the meaning of the
Companies Act, 1956 and having its registered office at A-1, Technology Park,
MIDC, Talwade, Pune - 412 114, represented through its authorised signatory,
Mr. Manoj Menon. Vice President (hereinafter referred to as the "Lessee") which
expression shall where the context admits, include its successors and assigns of
the OTHER PART.
/s/ Jayapal Reddy
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WHEREAS the Lessor had entered into an Agreement for Sale dated September 28th
1998 with Andhra Pradesh Industrial Infrastructure Corporation Limited (APIIC )
for purchase of land admeasuring 1.495 Acres which is equivalent to 7235.80
Square Yards in Plot No. 5 at Software Unit Layout, Phase 1, in Survey No. 64/2
of Madhapur Revenue Village, Serilingampalli Mandal, Ranga Reddy District,
Andhra Pradesh subject to the setting of a Software Development Unit on the said
land.
AND WHEREAS upon the Lessor setting up the Software Development Unit in terms of
the aforementioned Agreement for Sale, APIIC has conveyed the title to the land
admeasuring l.501 Acres which is equivalent to 7264.84 square yards situated in
Plot No. 5 at Software Units Layout, Phase I, in survey no. 64/2 of Madhapur
Revenue Village, Serilingampalli Mandal, Ranga Reddy District, Andhra Pradesh to
the Lessor through a Sale Deed dated May 31st, 2001 and registered as document
no. 3853 of 2001 in the office of the Joint Sub-Registrar - I, Ranga Reddy
District, Andhra Pradesh.
AND WHEREAS the Lessor has become the absolute owner of the property located at
Plot No.5, Software Units Layout, Madhapur, Serilingampally Municipality, Ranga
Reddy District (the "Property") which is free from all claims and encumbrances.
AND WHERAS the Lessor and the Lessee wishes to enter into a lease arrangement
for the "Demised Premises" as described in EXHIBIT "C" attached hereby with this
Lease Deed for the term and subject to the conditions and agreements herein
contained.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth
in this Lease Deed together with the Exhibits and any Addenda attached hereto,
the Lessor and the Lessee agree as follows:
/s/ Jayapal Reddy
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SECTION 1 EXHIBITS.
This Lease together with the Exhibits annexed hereto and hereinafter described,
are by reference incorporated herein and made a part hereof as though fully set
forth in the text of this Lease. The Exhibits consist of the following:
Exhibit A - General Terms & Conditions
Exhibit B - Special Terms and Conditions
Exhibit C - Demised Premises
Exhibit D - Operating Expenses
Exhibit E - Definitions
Exhibit F - Lessee Fixtures.
Exhibit G - Milestones
SECTION 2 DEMISED PREMISES
(a) The Lessor hereby demises and leases unto Lessee, and Lessee does take on
lease from the Lessor, the office space admeasuring 13,900( Thirteen
Thousand and nine hundred) square feet on the Ground Floor (South Side) of
the building situated at #5,Software Unit Layout morefully described in
Exhibit "C" hereunder and herein referred to as the "Demised Premises"
together with easements, rights and advantages appurtenant thereof, for
setting up their office premises together with the right of the Lessee, its
employees, agents, contractors and servants to the use of the Demised
Premises.
(b) In consideration of the rent and security deposit to be paid on the part of
the Lessee as provided in Section 4 and 5 hereunder respectively and of the
covenants and conditions contained in the Exhibits annexed to this lease
deed to be observed and performed by the parties hereto, the Lessor doth
hereby grant and demise the Demised Premises to the Lessee for carrying out
their business including using the Demised Premises for office under the
name and title of M/s. Kanbay Software India Private Limited and/or any of
the Lessee's subsidiaries/affliates or any other entity belonging to the
Lessee's group in the field of Information Technology and/or Information
Technology Enabled Services (ITES) initially for a term of eighteen (18)
months (elaborately defined in section 4 hereunder) commencing from
September 15th 2003 or the date of completion of all items as provided in
Exhibit G to this Lease Deed which ever is later hereinafter referred to
as the COMMENCEMENT DATE).
/s/ Jayapal Reddy
c
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SECTION 3. TERM & TERMINATION
(a) This Lease and the parties' respective rights, obligations and liabilities
hereunder shall be effective from the commencement date. The Lessor shall
deliver free and vacant possession of the Demised Premises to the Lessee on
the date of execution of this lease deed and the Lessee shall take
possession subject to the Lessor providing:
(i) Report on Title in respect of the Demised Premises showing free
and clear title to the building housing the Demised Premises and
independent verification of the same.
(ii) "Provisional Occupancy Certificate" of the South Wing of the
building premises comprising of the Ground Floor, First Floor and
Second Floor to be issued by the Municipal Corporation of Hyderabad
(MCH) or any other competent authority in this respect on or before
November 15th 2003. In the event the Lessor is unable to provide the
Occupancy Certificate on or before November 15th 2003, the Lessor
shall have the right to suspend the payment of the Rent until the
production of the Provisional Occupancy Certificate.
(b) The term of this Lease shall be initially for a period of 18(EIGHTEEN)
MONTHS commencing from the Commencement Date and ending at 11:59 p.m. on
the last day of the eighteenth (18th) month of the Lease (the "Expiration
Date"). The Lessee shall have the sole option to renew the lease for
further period(s) on the same terms and conditions as mentioned herein
subject to an increase in lease rent as mentioned in Section 4 below.
However, in the event, the Lessee continues to remain in possession of the
Demised Premises only for 3 (three) months after the expiry of the initial
period of 18 (eighteen) months, the increase in Lease Rent will not be
applicable. The enhanced Lease Rent will be applicable from the
19(nineteenth) month retrospectively in the event the period of Lease
extends beyond 21(twenty one ) months from the commencement date.
(c) In case, the Lessee intends to renew the lease for further period's beyond
the initial 18 (eighteen) months, it shall do so by issuing a written
notice of such intention to the Lessor at least 3 (three) months prior to
the expiry of the Lease.
(d) In the event the parties are not desirous of seeking extension of the Lease
beyond the initial lease term then the Lessee shall hand over the
possession of the Demised Premises in good condition subject to normal wear
and tear, save and including the Lessee's Fixtures detailed in Exhibit F
and on terms and conditions enumerated in
/s/ Jayapal Reddy
d
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section 3 e) to this lease deed. The Lessee clearly understands and agrees
that the Demised Premises shall at all times be the property of the Lessor
and shall not get transferred, at any time or at the end of the term of
this Lease, to the Lessee.
(e) The Lessor agrees to purchase from the Lessee, the Lessee's fixtures as
specified in the Exhibit F for a consideration of Rs. 6,00,000.00 (Rupees
six lakhs only) The Lessor shall make a payment of Rs. 5,99,999.00 (Rupees
five lakh ninety nine thousand nine hundred and ninety nine only) on the
first day after the completion of ten months of this lease deed and the
balance amount would be paid on the day the Lessee terminates this lease
deed and hands over the possession of the demised premises including the
Lessee's Fixtures.
(f) On or within one week of the commencement date of this agreement, the
Lessor shall intimate in writing to the Lessee, certifying the completion
of the all the milestones as provided in Exhibit G. The Lessee shall
acknowledge the aforementioned letter of intimation, subject to
verification of the completion of all the milestones provided in Exhibit G.
In the event, the Lessor fails to intimate in writing to the Lessee within
one week from the date of each milestone it shall be deemed that the Lessee
has been unable to reach the milestones. Further in the event, the Lessee
fails to acknowledge the said letter within 7(seven) days of delivery of
the said letter to Lessee, it shall be deemed that milestones have been
completed by the Lessor to the Lessee's satisfaction.
(g) In the event of the failure of the Lessor to perform its obligation in
terms of Exhibit G and section 3(f) above, the penalty clause as specified
in Exhibit B, shall apply.
(h) Either party can terminate the Lease after expiry of 12 (twelve) months
from the commencement date by giving at least three (3) months notice, in
writing to the other party.
(i) Notwithstanding anything contained herein, in the event, either party
commits any breach or fails to observe or perform any of the covenants,
terms and conditions under this Deed or any exhibits forming part of this
Deed, the aggrieved party shall have the option to forthwith terminate the
Lease. This would be without prejudice to the other legal rights of the
aggrieved party in respect of such breach by the party committing such
breach.
/s/ Jayapal Reddy.
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SECTION 4. RENT
Commencing on the Commencement Date. Lessee covenants and agrees to pay to
Lessor a monthly rent as fol1ows:
The Lessee has agreed to pay to the Lessor Rs. 25.00 (Rupees twenty-five
only) per square feet per month with effect from the commencement date of
the Lease towards the monthly rent for the Demised Premises in advance on
or before the 15th day of each Lease month for which it is due subject to
deduction of tax at source as may be applicable. However upon extension of
the lease beyond 21(twenty one) months from the commencement date, the
monthly rent will be enhanced to Rs. 27.00 (Rupees twenty seven only) per
square feet up to the 30th (thirtieth) month from the commencement date of
the Lease. In the event, the Lessee continues to remain in possession of
the Demised Premises only for 3 (three) months after the expiry of the
initial period of eighteen months, the increase in Lease Rent will not be
applicable. The enhanced Lease Rent will be applicable from the 19th
(nineteenth) month retrospectively in the event the period of Lease extends
beyond 21(twenty one) months from the commencement date.
SECTION 5. SECURITY DEPOSIT
(a) The Lessee agrees to pay and maintain an amount equivalent of Four (4)
months Rent for the Demised Premises as described in Section 4 amounting to
Rs. 13,90,000.00 (Rupees Thirteen Lakh and Ninety Thousand only) to be paid
to the Lessor at the time of execution of the Lease Deed on account of
interest free refundable security deposit (hereinafter "IFRSD"). The Lessor
shall be entitled to adjust the IFRSD against the rent payable for the
notice period and the balance (unadjusted) amount of IFRSD shall be
refunded to the Lessee simultaneously against the handing over of
possession of Demised Premises on the expiry or earlier termination of the
lease, as the case may be. However, the Lessee shall pay the Lessor,
electricity, water and telephone usage charges pertaining to the Demised
Premises up to handing over of the Demised Premises.
SECTION 6. OPERATING EXPENSES
(a) The Lessee shall pay the maintenance charges for the said facilities and
amenities in proportion to the chargeable area i.e. the area admeasuring
13900 square feet of the Demised Premises. However the Lessee shall not be
liable to pay the maintenance charges for the first six months from the
commencement date. The Lessee shall pay the maintenance charges at the rate
of Re. 1.00 (Rupee one only) per square feet of chargeable area of the
Demised premises per month for the second 6 (six) months of the Lease term
and at the rate of Rs. 2.00 (Rupees two only) per square feet of chargeable
area i.e. the area admeasuring 13,900 square feet of the Demised Premises
per month for the last 6 (six) months of the initial period of Lease. In
the event the Lessee continues after the expiry of the initial 18
(eighteen) months of the Lease, the
/s/ Jayapal Reddy.
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Lessee shall pay the maintenance charges at the rate of Rs. 3.00 (Rupees
three only) per square feet per month. However the increase in the
maintenance charges will not be applicable, in the event, the Lessee
continues to remain in possession of the Demised Premises only for 3 (three
months) after the expiry of the initial period of 18 (eighteen) months. The
enhanced maintenance charges will be applicable from the 19th (nineteenth)
month retrospectively in the event the period of Lease extends beyond 21
(twenty one) months from the commencement date.
(b) The Lessee shall pay the monthly maintenance fees simultaneously with the
lease rent in advance on or before the 15th day of each Lease month for
which it is due. The Lessor to bear and pay the maintenance charges over
and above the rates mentioned above in respect of the Demised Premises.
IN WITNESS WHEREOF, Lessor and Lessee have read and understood this Lease along
with the Exhibits attached and have executed the same in duplicate under seal as
of the day and year first above written.
Witnesses/attest as to Lessor: LESSOR:
1. By /s/ Srinivasa Murthy. A By /s/ Jayapal Reddy.
Name SRINIVASA MURTHY. A Name JAYAPAL REDDY
Title MANAGER Title CHAIRMAN
2. By /s/ Debanjan Banerjee
Name DEBANJAN BANERJEE
Title ADVOCATE
Witnesses/attest as to Lessee: LESSEE:
1. By By
Name Name
Title Title
2. By
Name
Title
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