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THIS AGREEMENT FOR SUB-LEASE made this day of Two Thousand and Nine BETWEEN INFINITY INFOTECH PARKS

LIMITED , a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Plot-A3, Block-GP, Sector-V, Salt Lake City, P.S. Bidhannagar, Kolkata - 700091, hereinafter referred to as the SUBLESSOR (which expression shall unless excluded by or there be something repugnant to the subject or context be deemed to mean and include its successors and/or successors-in-office and/or interest and assigns) of the FIRST PART, GODREJ WATERSIDE PROPERTIES PRIVATE LIMITED a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at GODREJ Bhawan, 4 th Floor, 4A Home Street, Fort, Mumbai - 400 001, hereinafter referred to as GODREJ (which expression shall unless excluded by or there be something repugnant to the subject or context be deemed to mean and include its successor and/or successors-in-office and/or interest and assigns) of the SECOND PART AND ___________________________________________________ ______________________________________________________________________________ hereinafter referred to as the SUB-LESSEE (which expression shall unless excluded by or there be something repugnant to the subject or context be deemed to mean and include ____________________________________________ _____________________________________________________ of the THIRD PART : RECITALS i) By an Indenture of Lease dated the 12 th day of February, 1986 registered on 13th February, 1986 with the Sub-Registrar, Bidhannagar (Salt Lake City) in Book No. I, Volume No. 12, Pages 107 to 112, Being No. 495 for the year 1986, made between the Governor for the State of West Bengal therein referred to as the Lessor of the One Part and West Bengal Electronics Industry Development Corporation Limited therein referred to as the Lessee and hereinafter referred to as WEBEL of the Other Part, the Lessor therein in consideration of the purposes thereby reserved and in further consideration of the premium and annual rent to be paid by WEBEL, granted and demised All That piece and parcel of land measuring 520.169 Cottahs equivalent to 8.5978 Acre be the same a little more or less being Plot No.5 in Block DP in Sector V of Bidhannagar in the District of 24-Parganas (North), Police Station Bidhannagar Registration office Bidhannagar unto and in favour of WEBEL for a term of 999 years and on the terms and conditions therein mentioned. By virtue of an Indenture dated 11 th day of December, 1997 registered at the office of Additional District Sub-Registrar Bidhannagar (Salt Lake City), in Book No.1, Volume No.142, pages 25 to 34, Being No.5073 for the year 1997, made between West Bengal Electronics Industry Development Corporation Limited therein referred as the Sub-Lessor of the One Part and Globsyn Webel Ltd. which company by virtue of a fresh certificate of incorporation dated 12 th day of February, 2002 granted by Registrar of Companies West Bengal consequent upon change of its name now known as Infinity Infotech Parks Limited therein referred to as the Sub-Lessee of the Other Part, the Sub-Lessor demised ALL THAT the said piece and parcel of Land measuring 8.5978 Acre be the same a little more or less being Plot No.5 in Block DP, Sector-V of Bidhannagar in the District of North 24-Parganas within Police Station Bidhannagar (East) and Sub-Registration Office Bidhannagar, Salt Lake, Kolkata -700091 more particularly described in the Schedule therein mentioned unto and in favour of Globsyn Webel Ltd. now known as Infinity Infotech Parks Limited for a term of 330 years with effect from 11th day of December, 1997 at or for the

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2 premium and Rent therein mentioned and on the conditions therein mentioned hereinafter referred to demised plot. iii) terms and as the said

By virtue of a Deed of Surrender of Lease dated 19 th day of December, 2001 registered at the office of Additional District Sub-Registrar Bidhannagar (Salt Lake City) in Book No.I, Volume No.139, Pages 100 to 106, Being No.2405 for the year 2003 made between West Bengal Electronics Industry Development Corporation Limited therein referred to as the Sub-Lessor of the One Part Globsyn Webel Ltd. now known as Infinity Infotech Parks Limited therein referred to as the Sub-Lessee of the Other Part an area of 3 Acres land out of 8.5978 acres comprised in the said demised plot was surrendered by Globsyn Webel Limited and the said Deed of Lease dated 11 th December, 1997 was rectified and correct description of the said demised plot of land became ALL THAT piece and parcel of land measuring 5.5978 Acres be the same a little more or less being Plot No.5 in Block - DP, Sector-V of Bidhannagar in the District of North 24-Parganas within Police Station Bidhannagar (East) and Sub-Registration Office Bidhannagar Salt Lake City, Kolkata - 700091 more particularly described in the First Schedule stated hereunder hereinafter referred to as the said demised plot of land. By virtue of the aforesaid Indenture dated 11 th day of December, 1997 the Sub-Lessor herein became seised and possessed of and otherwise well and sufficiently entitled to in fee simple possession of the said demised plot of land comprising of ALL THAT piece and parcel of land containing an area of 5.5978 acres be the same a little more or less situate lying at and being Plot No.5, Block DP, Sector V. Bidhannagar, District North 24-Parganas more fully and particularly described in the First Schedule hereunder written free from all encumbrances charges, liens, lispendens, attachments, acquisitions, requisitions whatsoever for setting up / creating /development of physical and environmental infrastructure and facilities for electronics, information technology and/or allied Industries and/or end users and on the terms and conditions therein mentioned. By virtue of a letter dated the 3rd day of March, 2005 written by Webel to the Sub-Lessor, Webel had allowed the Sub-Lessor to further grant sub-lease of the built-up space to be constructed by the Sub-Lessor on the said demised plot of land or on part thereof either on short term or on long term basis keeping the other terms and conditions of the SubLease unchanged. By virtue of an Agreement dated 21st day of July 2005 made between the Sub-Lessor therein referred to as the party hereto of the First Part and GODREJ Properties Limited therein referred to as the party hereto of the Second Part, the Sub-Lessor agreed to allow to the said GODREJ Properties Limited to invest and carryout construction on the said demised plot of land for the purpose of setting up and creating development of physical and environmental infrastructure and facilities for electronics, information technology and/or allied industries and/or end users hereinafter referred to as the said I. T. Project on the terms and conditions therein mentioned. By virtue of an Agreement dated 7th day of February, 2007 made between the Sub-Lessor therein referred to as the party hereto of the First Part and GODREJ Properties Limited therein referred to as the party hereto of the Second Part and GODREJ WATERSIDE Properties Private Limited therein referred to as the party hereto of the Third Part the said GODREJ Properties Ltd. with the consent and concurrence of the Sub-Lessor transferred and assigned all its right title interest and

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3 benefit of the said Agreement dated 21 st July 2005 unto and in favour of GODREJ. viii) In view of the transfer and assignment of the said Agreement dated 21st July 2005 by GODREJ Properties Ltd., GODREJ became entitled to invest and to carry out construction of the said I. T. Project on the said demised plot of land on the same terms and conditions therein mentioned. By virtue of the aforesaid the Sub-Lessor herein caused preparation of a building plan for construction of the said I.T. Project known as GODREJ WATERSIDE on the said Demised plot of land for the purpose of setting up creating / development of physical and environmental infrastructure and facilities for Electronics Information Technology and/or allied industries and end users. The said plan was duly sanctioned vide letter no. 299/BM(P) dated 30 th January, 2006 and revised by sanction no. 2164/BM(P) dated 13 th October, 2007 by the authorities of the Bidhannagar Municipality and GODREJ commenced construction of the said I. T. Project on the said demised plot of land in accordance therewith. The said I.T. Project comprises of various facilities, amenities and services together with construction of internal roads and road lighting, sewerage system, provision for dedicated power line, drinking as well as commercial water supply network, transmission communication or reception system and all other conducting media, plant, machinery, equipment and other ancillary apparatus in an over or under the said demised plot of land. In consideration of investment and carrying out construction of the said I.T. Project by GODREJ the Sub-Lessor and GODREJ by an Agreement dated 27th day of October, 2008 have divided demarcated and allocated their respective constructed areas of the said I.T. Project known as GODREJ WATERSIDE constructed on the said demised plot of land subject to right of management of the said I.T. Project which has since been granted to the Sub-Lessor herein. The Sub-Lessee herein has approached GODREJ for acquiring ALL THAT built up office space No. in Tower No. having Super Built-up Area of ________ Sq.ft. be the same a little more or less on the ___________ floor of the said I.T. Project known as GODREJ WATERSIDE together with right to park ________ road worthy cars in the parking area of the said I.T. Project constructed on the said demised plot of land being Plot No.5 in Block DP, Sector-V of Bidhannagar in the District of North 24-Parganas within Police Station Bidhannagar (East) Salt Lake City, Kolkata 700091 the details of which are stated in the Second Schedule stated hereunder hereinafter collectively called the said demised space out of the constructed area allocated to GODREJ for a term of .. years commencing from ____ day of ___________ 2009 for the purpose of carrying on business for the user of software development and other related Information Technology enabled activities and services in the said building/I.T. Project. In view of the said approach by the Sub-Lessee GODREJ has agreed to nominate and transfer All That the said demised space constructed in accordance with the said sanctioned plan at a premium of Rs.________________ (Rupees _______________________________________ _______________ only) to be paid in the manner specified in the Third Schedule stated hereunder and payment of various other charges mentioned in the Fourth Schedule hereunder subject to however terms

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4 and conditions contained in the Indenture of Sub-Lease and Agreement for Facility and Maintenance to be finally executed and registered and a templates whereof are annexed hereto for a term of . years commencing from ____ day of ______________, 2009 subject to the terms and conditions of the said Indenture of Lease dated 11 th December, 1997. xv) The Sub-Lessee has prior to execution of the Sub-Lease Agreement inspected, examined and got itself fully satisfied about the title of the Sub-Lessor as well as GODREJ in respect of the said demised space, the Plan, the Super Built up Area of the demised space and the specifications of the said demised space and the said building and has accepted the same. Upon being fully satisfied as aforesaid, the Sub-Lessee has agreed to sign and execute Agreement for Sub-Lease and hereby agrees and covenants not to raise any objection at any time in future in respect thereof. In consideration of the investment and construction of I.T. Project, GODREJ became entitled to appropriate the said premium amount of Rs._____________ (Rupees _______________________________ only) and various other charges mentioned in the Fourth Schedule hereunder in respect of All That the said demised space and the payment of the said premium amount to GODREJ shall discharge the Sub-Lessee from the obligation of making payment of the same to the Sub-Lessor herein and the Sub-Lessor is fully satisfied in respect thereof provided however it is made clear that save and except the said premium amount and other charges, agreed to be paid to the Godrej, all other charges payable under this Agreement for Sub-lease shall be paid by the Sub-Lessee to the Sub-Lessor herein.

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xviii) The Sub-Lessee has also agreed to perform and observe terms and conditions covenants stipulations and obligations for the use and occupation of the said demised space which will appear from a templates of the Indenture of Sub-Lease and the Agreement for Facility and Maintenance Charges to be executed and registered by the parties herein. xix) Pending the execution and registration of the said Indenture of SubLease in favour of the Sub-Lessee in respect of the said demised space and the Agreement for Facility and Maintenance charges, the SubLessor, GODREJ and the Sub-Lessee have agreed to record terms and conditions as stated hereunder. DEFINITIONS Unless in this agreement there be something contrary or repugnant to the subject or context, the words herein shall have the following meaning :1. ADVOCATES shall mean Victor Moses & Co., Solicitors & Advocates of No.6, Old Post Office Street, Kolkata 700001appointed by GODREJ inter alia for preparation of this Agreement for Sub-Lease, Indenture of Sub-Lease and Agreement for facility and maintenance charges for transfer of the Demised space. AGREEMENT shall mean the Agreement dated 7 th day of February, 2007 and the Agreement dated 27 th day of October, 2008 executed between Sub-Lessor and GODREJ.

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5 3. AGREEMENT FOR SUB-LEASE shall mean this Agreement for SubLease entered into between Sub-Lessor of the First Part, GODREJ of the Second Part and the Sub-Lessee of the Third Part relating to the demised space. ARCHITECT shall mean Agarwal & Agarwal or such person or persons who may be appointed by GODREJ as architect for the I.T Project. CAR PARKING SPACE shall mean the space reserved and/or allocated for the purpose of parking of road worthy car from time to time in the parking area of the I.T. Project known as GODREJ WATERSIDE COMMON AREAS, FACILITIES AND AMENITIES shall mean and include those areas of I.T. Project that are not allocated to a particular occupier but are available for common use by all occupiers and visitors such as hall areas, lobbies atrium spaces, stairways, common toilets, means of access to or egress from the demised plot of land together with amenities and facilities of the I.T. Project more fully described in the Sixth Schedule hereunder. COMPLETION NOTICE shall mean the notice to be given by GODREJ to the Sub-Lessee upon completion of the said demised space ready for use and occupation by the Sub-Lessee in all respects. DATE OF COMMENCEMENT OF LIABILITY shall mean the date on which the Sub-Lessee takes actual physical possession of the demised space after paying all the liabilities and fulfilling the obligations as stated hereunder or the date of expiry of the notice to take actual possession whichever is earlier. DEMISED PLOT OF LAND shall mean All That piece and parcel of land measuring 5.5978 Acres be the same a little more or less being plot No.5 in Block D.P. Sector V, Bidhannagar in the District of North 24-Parganas more fully described in the First Schedule hereunder written. DEMISED SPACE shall mean ALL THAT built up office space No._______ in Tower No. ______ having Super Built-up Area of ________ Sq.ft. be the same a little more or less on the ___________ floor of the said I.T. Project known as GODREJ WATERSIDE together with right to park ________ road worthy cars in the parking area of the said I.T. Project constructed on the said demised plot of land being Plot No.5 in Block DP, Sector-V of Bidhannagar in the District of North 24Parganas within Police Station Bidhannagar (East) Salt Lake City, Kolkata 700091 the details of which are stated in the Second Schedule stated hereunder together with the right of user in common of the common areas and amenities mentioned in the Sixth Schedule hereunder written. I.T. PROJECT shall mean the constructed areas of the buildings on the said demised plot of land for the purpose of setting up and development of physical and environmental infrastructure and facilities for electronics/information technology and/or allied industries and/or end users therein comprised of the buildings to be constructed, erected and completed by GODREJ in terms of the sanctioned Plan which is known as GODREJ WATERSIDE.

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6 12. INDENTURE OF SUB-LEASE shall mean the Sub-Lease of an area of the demised space in the I.T. Project to be granted by the Sub-Lessor and GODREJ of the One Part and the Sub-Lessee of the Other Part on the terms and conditions contained in the draft Indenture of SubLease annexed hereto. LEASE shall mean the Indenture of Lease dated the 12th day of February, 1986 made between the Governor for the State of West Bengal therein referred to as the Lessor of the One Part and West Bengal Electronics Industry Development Corporation Limited (Webel) therein referred to as the Lessee of the Other Part and registered with the Sub-Registrar, Bidhannagar in Book No.I, Volume No.12, Pages 107 to 112, Being No.495 for the year 1986. PLAN shall mean the sanctioned plan by the authorities of Bidhannagar Municipality by its letter no.299/BM(P) dated the 30 th day of January, 2006 and revised by sanction no. 2164/BM(P) dated 13th October, 2007 together with all modifications and/or alterations thereto from time to time made or to be made by GODREJ under advise of the Architect for construction of the I.T. Project. SPECIFICATION shall mean the specification specified in the FIFTH SCHEDULE hereunder written. SUB-LESSEE shall mean and include In case the Sub-Lessee be an individual or a group of person, then his/her/their respective heirs executors administrators legal representatives ; In case the Sub-Lessee be a Hindu Undivided Family, then its coparceners or members for the time being and their respective heirs executors administrators legal representatives ; In case the Sub-Lessee be a partnership firm or limited liability partnership, the partners for the time being and their respective legal heirs, executors, administrators and representatives ; In case the Sub-Lessee be a company incorporated under the Companies Act, 1956, then its successor or successors in interest ; In case the Sub-Lessee be a trust, the trustees for the time being and their respective successor or successors in office. SUB-LEASE shall mean the Deed of Sub-Lease dated 11 th day of December, 1997 made between Webel of the One Part and Globsyn Webel Limited now known as Infinity Infotech Parks Ltd. of the Other Part and registered with the Sub-Registrar, Bidhannagar in Book No.I, Volume No.142, Pages 25 to 34, Being No.5073 for the year 1997. SUPER BUILT-UP AREA shall mean the constructed area of the office space in the I.T. Project and shall include the plinth area, foundations, walls, columns, beams supports etc. as well as areas of common uses and facilities as shall be determined by Sub-Lessor and GODREJ provided however in case of common partition wall or column between two spaces then half of the area under such wall or column shall be excluded. INTERPRETATIONS In this Agreement save and except as otherwise expressly provided i) All words importing singular shall include plural and vice versa and words imparting the masculine shall include the feminine and neuter and vice verse.

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7 ii) iii) iv) v) vi) vii) The headings in this agreement are for ease of reference only and shall not modify or affect the interpretation or construction of this Agreement or any of its provisions. Any reference to any period commencing from a specified day or date and till or until a specified day or date shall include both such days or dates. All monetary amounts are expressed in Indian Rupees. All payments of sums, charges, fees, costs expenses and other amounts contemplated in this agreement shall be paid in Indian Rupees. All references to Article section and numbers refer to Articles and sections of this Agreement and all references to schedule refer to the Schedules attached hereto. The words herein, hereof, hereunder, hereafter and hereto and words of similar import refer to this Agreement as a whole and not to any particular Article or section hereof. Any reference to any act of Parliament or State legislature in India refers to that act as it applies at the date of this Agreement for SubLease whether general or specific shall be deemed to include any amendment, replacement or reenactment thereof for the time being in force and to include any bye-laws, statutory instruments, rules, regulations, orders, notices consent, permission made thereunder. Any reference to any agreement, contract, plan, deed or document shall be construed as a reference to it as it may have been or may be from time to time amended, varied, altered, modified, supplemented or innovated. SUB-LEASE AGREEMENT It is agreed by and between the parties hereto as follows :1. It is recorded that by virtue of agreement to nominate and assign by the GODREJ as stated hereinabove the Sub-Lessor has agreed to sub-demise to the Sub-Lessee and the Sub-Lessee has agreed to take on Sub-lease of ALL THAT built up office space No.________ in Tower No. _______ having Super Built-up Area of ________ Sq.ft. be the same a little more or less on the ___________ floor of the said I.T. Project known as GODREJ WATERSIDE together with right to park ________ road worthy cars in the parking area of the said I.T. Project constructed on the said demised plot of land being Plot No.5 in Block DP, Sector-V of Bidhannagar in the District of North 24-Parganas within Police Station Bidhannagar (East) Salt Lake City, Kolkata 700091 the details of which are stated in the Second Schedule stated hereunder hereinafter called the Said Demised space together with the right of user in common of the common areas and amenities mentioned in the Sixth Schedule hereunder written at a premium of Rs.________________ (Rupees __________________________________ _____________________) only and payment of various other charges mentioned in the Fourth Schedule hereunder to be paid by the Sub-Lessee to GODREJ in the manner set out in the THIRD SCHEDULE stated hereunder and further payment to the Sub-Lessor of ground lease rent, service and maintenance charges, electricity, air-conditioning charges, generator charges, municipal rates and taxes and other charges and expenses to be fixed from time to time by the Sub-Lessor as mentioned in the templates of Indenture of Sub-Lease as well as the Agreement for Facility and Maintenance charges during the period of subsistence of Sub-lease of the said demised space for term of .. years commencing from ____ day of ______________, 2009 subject to the terms and conditions contained in the said templates of the Indenture of Sub-Lease and the Agreement for Facility and Maintenance charges to be executed and registered by the parties hereto and the time for payment of the same shall be essence of this agreement. TITLE

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8 2.a) It is recorded that the Sub-Lessee prior to the execution of this Agreement for Sub-Lease has taken inspection of all the relevant papers and documents of title and plan in respect of the said demised plot of land more fully described in the First Schedule hereunder written and has agreed with the Super Built up Area and the specifications of the said demised space and the said building. b) It is recorded that the Sub-Lessee has satisfied itself and accepted the title of the Sub-Lessor and GODREJ in respect of the said demised plot of land as well as the said demised space and hereby undertakes not to question and/or put any requisitions in respect thereof. CONSTRUCTION 3.a) It is agreed and recorded that GODREJ shall construct the said demised space in accordance with the said plan including any modifications thereof as per specifications stated in the Fifth Schedule stated hereunder. b) It is agreed and recorded that the Sub-Lessee shall be liable to pay additional charges and/or extra charges on account of additional works facilities and/or fixtures and fittings to GODREJ for any extra work done at the said demised space. c) It is agreed that the Sub-Lessor and/or GODREJ shall be entitled to take additional charges as applicable, towards Betterment fees, development charges or any statutory liabilities payable in respect of the said demised space. d) It is agreed that it will not be necessary for GODREJ to complete and install all the Common Areas facilities and Installations before giving the Completion Notice to the Sub-Lessee and the demised space shall be deemed to be complete for the purpose of service of Completion Notice as soon as the same is completed in accordance with the Specification, the entrance lobby and staircase are completed, lifts are made operative and water drainage sewerage and permanent electricity connection are provided in or for the said sub-demised space. e) A certificate issued by the Architect of the said building in respect of measurement of super built up area and construction of the said demised space and the building shall be final, conclusive and binding on the SubLessee. f) It is agreed that prior to taking possession of the said demised space the Sub-Lessee shall satisfy itself about materials used as per specification at the said demised space and shall further verify the super built up area of the said demised space. g) It is agreed that the Sub-Lessee after taking delivery of possession of the said demised space shall not raise any dispute or claim on account of inferior quality of materials or in respect of any other construction or defect in the said building and/or the demised space and/or in respect of the super built up area comprised in the said demised space. h) It is agreed that upon completion of the said demised space, the GODREJ shall give a notice in writing to the Sub-Lessee and within 15 days from the date of the receipt of such notice the Sub-Lessee shall pay the entire balance premium and all other amounts and deposits to GODREJ and the Sub-Lessor as the case may be and take possession of the demised space. Upon such possession being taken, no dispute shall be raised with regard to the construction of the demised space, the super built up area and completion thereof.

i) Before taking actual physical possession of the said demised space by the Sub-Lessee in terms of clause (h) hereinabove, the Sub-Lessee shall not deal with, let out, encumber, the said demised space in any manner whatsoever without obtaining consent in writing from GODREJ . Such right shall be exercised only after the execution of the Deed of Sub-Lease in terms of the provisions thereof. j) It is recorded that GODREJ shall make its best endeavour to hand over possession of the said Demised space to the Sub-Lessee by ____________ 2009 subject to however force Majeure circumstances such as any Act of God or Acts of Government, statutory bodies, strike, air-raid, riot, civil commotion, terrorist activities, order restraining or obstructing construction work at the said demised plot of land or any circumstances beyond the control of GODREJ. k) It is agreed and recorded that the Sub-Lessees liabilities and obligations towards payment of Common Expenses, rates and taxes and other outgoings payable in respect of the Demised space as well as all or any consequence of default, non performance or delay in performance of all or any of the obligations and covenants as contemplated hereunder and under the Agreement for Facility and maintenance shall be deemed to have commenced on and from the Date of Commencement of Liability irrespective of whether the Sub-Lessee takes actual physical possession of the demised space. l) It is further expressly agreed that with effect from the date of commencement of liability, it shall be deemed that GODREJ has complied with all its obligations hereunder to the full satisfaction of the Sub-Lessee and the Sub-Lessee shall not be entitled thereafter to raise any dispute against or claim any amount from GODREJ on any account whatsoever. PAYMENT / DEPOSITS 4.a) It is agreed and recorded that the Sub-Lessee shall pay to the SubLessor monthly Lease Ground Rent of Rs.___________ (Rupees _________________________ _____ only) per month which is to be enhanced at the rate 20% every five years and various service and maintenance charges, air-conditioning charges, generator charges, municipal rates and taxes and other charges and expenses in respect of the said demised space with effect from the date of expiry of the notice of possession of the said demised space to be given by GODREJ and the Sub-Lessee hereby guarantees and undertakes to indemnify the Sub-Lessor in respect of its entire financial commitment to be paid during the subsistence of the period of the said SubLease of the said demised space. b) It is agreed that the Sub-Lessee shall deposit an interest free security deposit of a total amount of Rs.______________ (Rupees ______________________ ______________ only the details of which are stated in the Fourth Schedule as stated hereunder which is equivalent to three months, air-conditioning charges, electricity charges, service and maintenances charges in respect of the said demised space with the Sub-Lessor which shall be paid on or before the signing of the said Deed of Sub-Lease provided however it is made clear that the Sub-Lessor reserves its rights to revise the said deposits as and when necessary and the Sub-Lessee shall be bound by it. c) It is agreed that the Sub-Lessee shall pay electricity charges for the electricity consumed together with the Demand Charges of WBSEB, in the said demised space every month punctually and without any default together with an additional charges of 5% on the electricity bill amount on account of operating and maintenance, charges for cable maintenance,

10 switches and switch room maintenance staff expenses, maintenance and others related expenses to the Sub-Lessor ; transformer

d) It is agreed that the Sub-Lessee shall bear and pay on a monthly basis Air-conditioning charges to be provided between 9 A.M. and 9 P.M. (Monday to Friday) and 9 A.M. to 3 P.M. on (Saturday) in the said demised space together with the Sub-Lessees share of service and maintenance charges which is presently estimated to be paid at the rate of Rs.______ per sq.ft. per month provided however it is made clear that the said airconditioning and service and maintenance charges shall be revised from time to time as and when necessary and the Sub-Lessee shall be bound to pay the same. e) Under no circumstances the possession of the said demised space shall be given by the GODREJ to the Sub-Lessee until and unless all the payments required to be made under this Agreement payable by the SubLessee has been paid in full to the Sub-Lessor and/or GODREJ and Deed of Sub-Lease and the Facility and Maintenance Agreement in respect thereof is executed and registered unto and in favour of the Sub-Lessee immediately thereafter but not more than 30 days after receipt of the notice of possession of the said sub-demised space or from the date of obtaining permission from the Urban Development Department. MISCELLANEOUS 5.a) In case the Sub-Lessee commits default in making payment of the premium or other charges mentioned herein or in observing his/its/their covenants and terms and conditions herein within time then in such event, GODREJ shall give one month's notice in writing to the Sub-Lessee stating the default or breach complained of and calling upon the Sub-Lessee to remedy the default or breach complained of and in case of default in payment of any sum, then pay the same together with interest @ 2% per annum over the published SBI prime lending rate on all sums becoming due hereunder and if on the expiry of such notice, the Sub-Lessee continues the default or breach, then this agreement shall at the option of GODREJ stand terminated and rescinded and GODREJ shall become entitled to enjoy and/or sub-lease the demised space to any person without in any way becoming liable to the Sub-Lessee and upon GODREJ having entered into a contract for sub-lease of the demised space with any new Sub-Lessee, GODREJ shall refund to the Sub-Lessee the monies paid by the Sub-Lessee to GODREJ till that date as premium without interest after deduction of a sum equivalent to 10% (Ten Percent) of the agreed premium as and by way of pre-determined compensation/liquidated damages or service charges. b) The Sub-Lessee shall not deal with, assign, encumber or transfer the said demised space without the written consent of the Sub-Lessor and/or GODREJ. c) The Sub-Lessee shall observe all rules and regulations framed by the Sub-Lessor for the maintenance of the said I.T. Project known as GODREJ WATERSIDE. d) The Sub-Lessee shall have right only in respect of the said demised space subject to the fulfillment of the stipulations, covenants, restrictions and terms and conditions contained in this Agreement and the Indenture of SubLease and the Sub-Lessee shall not claim any right title and interest whatsoever or howsoever over in respect of other spaces or areas of the said Building except the right of user of the common parts along with other occupiers.

11 e) It is expressly recorded that in case the Sub-Lessor is permitted to grant Sub-Lease of proportionate undivided impartible share in the said demised plot of land appertaining to the Sub-demised space then the SubLessor shall grant the Sub-Lease of the same subject to the Sub-Lessee paying the fees and all other expenses charges required to be paid in advance for obtaining the permission from the Urban Development Department, Government of West Bengal. f) It is agreed and recorded that at or before expiry of the period of this Sub-Lease the Sub-Lessor shall renew the Sub-Lease of the demised space with or without the proportionate undivided impartible share in the said demised plot of land appertaining to the Sub-demised space, as the case may be, for such further period as may be granted by WEBEL or such other authority of the original Deed of Sub-Lease dated 11 th day of December, 1997, on such terms and conditions as may be mutually agreed upon between the Sub-Lessor and the Sub-Lessee provided however the SubLessor shall renew the sub-Lease for such further period only after getting the renewal of the said original Deed of Sub-Lease. g) It is expressly agreed and recorded that the Sub-Lessor, GODREJ and the Sub-Lessee shall observe and perform all the terms and conditions, obligations, covenants stipulations, restrictions contained in the said Indenture of Sub-Lease to be executed and registered by the Sub-Lessor in respect of the use and occupation of the said Demised space. h) It is agreed and recorded that in the event of breach of any of the terms and conditions with regard to construction or otherwise as stated herein by GODREJ in respect of the said demised space, the Sub-Lessor shall not be held responsible for the same and the Sub-Lessee and GODREJ shall be exclusively liable to each other for the same and GODREJ and the SubLessee shall jointly and severally keep the Sub-Lessor indemnified against all claims, costs charges proceedings and expenses arising in respect thereof. i) It is expressly understood between the parties hereto that the said I.T. Project is being constructed erected and completed by GODREJ in accordance with the terms and conditions recorded in the Agreements dated 7th day of February 2007 and 27 th day of October 2008 entered into between the Sub-Lessor and GODREJ and this Agreement shall not be deemed to be construed as a waiver or abandonment of any of the rights of the Sub-Lessor under the said Agreements dated 7 th day of February 2007 and 27th day of October 2008 and this agreement shall always remain subject to the terms and conditions of the Agreements dated 7th day of February 2007 and 27th day of October 2008. The obligation of Sub-Lessor is only to the extent of executing and registering the Deed of Sub-Lease and the Agreement for Facility and Maintenance charges on the terms and conditions herein contained. j) Under no circumstances the Sub-Lessee herein shall claim possession of the said demised space other than on the terms and conditions contained in the said Indenture of Sub-Lease, and this agreement shall not operate or be deemed to create any right title and interest in the said demised space. k) It is expressly agreed and recorded that pending execution and registration of the Deed of Sub-Lease and the Facility and Maintenance Agreement, the Sub-Lessor, Sub-Lessee and GODREJ shall observe and perform and abide by the terms and conditions, covenants, restrictions and stipulations contained therein and the same shall be deemed to be incorporated herein. l) It is agreed that the Sub-Lessor/GODREJ shall have right to make alteration, additions and changes of the terms and conditions in respect of

12 the use and occupation of the said demised space in the draft Indenture of Sub-Lease to be executed and registered by the parties herein. m) GODREJ has created mortgage and/or charge in respect of the Complex in favour of State Bank of India, Corporate Accounts Group Branch, Mumbai to secure the project finance obtained by it and the Sub-Lessee hereby accepts the same. Provided however GODREJ shall ensure the due repayment of the mortgage dues in time and shall keep the Sub-Lessee safe harmless and indemnified against payment of the same and against payment of all costs, charges and expenses therefor. n) At the time of handing over possession of the demised space to the Sub-Lessee by GODREJ, the demised space shall be freed and/or released from any mortgage and/or charge of any nature whatsoever and GODREJ shall keep the Sub-Lessee fully indemnified in respect thereof. o) In case the measurement of Super Built-up area of the demised space varies with the measurement area mentioned herein the amounts payable hereunder by the Sub-Lessee to GODREJ towards premium, deposits and/or otherwise (wherever such deposits and other amounts are payable on the basis of the Super Built-up area comprised in the demised space) shall also vary at the rates specified herein and otherwise proportionately. p) The Complex shall bear the name "GODREJ WATERSIDE" unless changed by GODREJ. q) It is agreed that the sub-Lessee shall and hereby undertakes to get registration of the said Indenture of Sub-Lease within 30 days from the date of the receipt of the notice of possession of the said demised space or from the date of obtaining permission from the Urban Development Department and the costs by way of stamp duty and registration charges on account of execution and registration of the Indenture of Sub-Lease and the Facility and Maintenance Agreement will be borne and paid by the Sub-Lessee herein. NOTICES Each of the parties hereto shall notify the other promptly of any change of address and any notice required to be served hereunder by any Party shall be in writing and shall be deemed have been served properly if delivered personally sent by pre-paid recorded delivery or registered post or courier to the addressee at the addressees office of the time being or by e-mail and/or facsimile and shall be deemed to be received if delivered personally at the time of receipt if sent by post or courier at the expiration of 72 hours after being placed in the post (having been correctly addressed) or courier whether or not received or if by facsimile 24-hours after dispatch to the correct e-mail and/or facsimile number of the addressee. WAIVERS Unless otherwise agreed in writing, no failure by any of the parties hereto to exercise any right or remedy available to it hereunder nor any delay so to exercise any such right to remedy shall operate as a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. ARBITRATION Any Disputes and differences whatsoever arising under or in connection with this Agreement shall be finally settled by arbitration to be held in Kolkata only in accordance with the Arbitration & Conciliation Act, 1996. The arbitral Tribunal shall comprise of a single arbitrator, mutually appointed by the Parties and venue of the arbitration shall be at Kolkata only. Provided however pendency of arbitration shall not entitle the Sub-Lessee to withhold

13 payment of the sums payable under this Agreement and/or Indenture of SubLease. THE FIRST SCHEDULE ABOVE REFERRED TO : (DEMISED LAND) ALL THAT piece and parcel of land measuring 5.5978 acres be the same a little more or less being plot No.5 Block DP in Sector - V of Bidhannagar in the district of 24-Parganas (North) Police Station Bidhannagar (East) and Sub-Registration Office Bidhannagar, Salt Lake City, Kolkata 700091 ; THE SECOND SCHEDULE ABOVE REFERRED TO : (OFFICE SPACE) ALL THAT built up office space No.______ in Tower No. _______ having Super Built-up Area of ________ Sq.ft. be the same a little more or less on the ___________ floor of the said I.T. Project known as GODREJ WATERSIDE together with right to park ________ road worthy cars in the parking area of the said building constructed on the said demised plot being Plot No.5 in Block-DP, Sector-V of Bidhannagar in the District of North 24-Parganas within Police Station and Sub-Registration Office Bidhannagar, Salt Lake, Kolkata 700091 more fully delineated on the Map or Plan hereto attached ; THE THIRD SCHEDULE ABOVE REFERRED TO : i) ii) iii) iv) A sum of Rs.________________ (Rupees ____________________________ _________________) only at the time of execution of this Agreement. A sum of Rs.________________ (Rupees ____________________________ _________________) only on or before _______________ 2008. A sum of Rs.________________ (Rupees ____________________________ _________________) only on or before _______________ 2008. A sum of Rs.________________ (Rupees ____________________________ _________________) only at the time of execution and registration of the Indenture of Sub-Lease. THE FOURTH SCHEDULE ABOVE REFERRED TO : (DEPOSITS) 1. Rs._______________ (Rupees ___________________________________________ only on account of interest free Security Deposit equivalent to 3(three) months of air-conditioning charges in the said demised space together with Sub-Lessees share of service and maintenance charges. Rs._______________ (Rupees ___________________________________________ only on account of amount equivalent to 3(three) months estimated electricity charges consumed in the said demised space together with Sub-Lessees share of electricity charges consumed in common area services. Deposits for such other service charges as may be decided by the Sub-Lessor in its absolute discretion included but not limited to the charges as mentioned in the said Deed of Sub-Lease. In addition to the premium payable by the Sub-Lessee to GODREJ as stated hereinabove the Sub-Lessee shall also pay to GODREJ the following sums at or before the date of commencement of liability: a) Betterment fees, development charges and other levies taxes duties and statutory liabilities that may be charged on the I T Project or the said demised space or on its transfer or construction in terms

2.

3.

4.

14 hereof partially or wholly, as the case may be, shall be paid by the Sub-Lessee within 7 days of the demand being made by GODREJ. b) At or before taking over possession of the Said demised space, the Sub-Lessee shall pay the following additional sums to GODREJ to be calculated on the Super Built-up Area of the Said demised space, on account of the following :i) ii) iii) For providing electricity connection in the said I T project For providing Generator for the said I T project . For providing Air-conditioning plant/facility for the I T project. Rs./- per Sq. Ft. Rs/- per Sq. Ft. Rs/- per Sq. Ft.

c) All stamp fees and registration fees on execution and registration of this Agreement, Agreement for Facility and Maintenance and the Deed of Sub-Lease to be executed and/or registered in pursuance hereof and also all statutory charges payable therefor including the charges of the copywriter for copying of such documents and expenses incidental to registration. INFINITY and GODREJ shall be available when called upon by the Sub-Lessee, for admittance of their signatures to the documents executed by them. d) The fees and/or legal charges of the Advocates would be Rs.15/(Rupees fifteen only) per sq. ft. of the Super Built-up Area of the Said demised space for the preparation of this Agreement and the Agreement for Facility and Maintenance and for preparation and registration of Deed of Sub-Lease in respect of the Said demised space to be paid to the Advocates directly. Out of the said fees 50% shall be paid at the time of execution of this Agreement and the balance fees shall be paid on the Date of Commencement of Liability. THE FIFTH SCHEDULE ABOVE REFERRED TO : (SPECIFICATIONS) 1. 2. 3. a) b) 4. a) b) 5. a) RCC Super Structure with appropriate large space column grids. Basement and Ground Floor car parking as per requirement of I.T. Air-Conditioning :Central Air-conditioning plant to cater all office areas and Lift lobby. AHU for each office area. External Faade Finish :All important elevation faade shall have combination of Glazing and ACP cladding. The Glazing shall consist of Structural Glazing or Curtain wall as per design. Double Glazing wherever required for energy. Rest of the external walls to be banished with high quality paint or cladding as per design. Internal Finish :Common Areas Lift Lobby to be finished with high quality material on floor & walls. The interior shall be completed with false ceiling, light fixtures etc. as per design. Service area to be finished with Kotah Stone/neat cement flooring as applicable. Walls & Ceiling to be finished with P.O.P. & paint parking area flooring shall be of I.P.S. Office areas The areas shall remain bare shell without flooring but plaster on walls and ceiling. Toilet area shall be completed with plumbing & drainage

b)

15 lines to be finished with minimum required specifications to obtain completion certificate, floor to be finished with smooth cement finish. 6. Landscaping The overall compound to be finished with proper landscape & softscape as per advise of landscape designer. The hard paged area shall be finished with concrete paver blocks/Kotah stone as per designers choice. Softscape to be completed with plantation as per design. Decorative features & lamp post to be installed as per designers choice. S.T.P. & Solid waste The complex shall have S.T.P. installation to meet P.C.B. requirements. Adequate provisions to be made for solid waste management. Power The complex shall have H.T. electric substation as per calculated load requirement (1 KVA for 100 Sq.ft. super built). There shall be Internal rising fittings of common areas to be installed as per design. Office area shall have rising up to D.B. Lifts High speed lifts of the standard make shall be installed as per calculated requirement. BMS to be installed for HVAC, access Control, fire detection and for general building management for power saving and easy maintenance and tenant billing. The same shall be done by reputed vendors. Environment All statutory P.C.B. guidelines and requirements shall be fulfilled. THE SIXTH SCHEDULE ABOVE REFERRED TO : (Common Areas and Installations). 1. Paths passages and driveways, of which only those will be used by the Sub-Lessee as shall be necessary for ingress to and egress from the said Said demised space and shall exclude those which shall be reserved by GODREJ and/or Sub-Lessee for their on use for any purpose. 2. Staircases, lobbies and landings in the building of which only those will be used by the Sub-Lessee as shall be necessary for ingress to and egress from the said Said demised space. 3. Lifts along with lift shafts and accessories, as also the elevators, of which only those will be used by the Sub-Lessee as shall be necessary for ingress to and egress from the said Said demised space. 4. Electrical wiring and fittings and fixtures for lighting the staircase, lobby, common toilets landings and passages. 5. Existing water supply system in the building (charges wherefor are to be paid separately as stated herein). 6. Overhead water tank(s) and underground water reservoir/s with distribution pipes therefrom connecting to different Commercial Blocks/Spaces/other constructed areas and from the underground water reservoir/s to the over-head water tank/s. 7. Water waste and sewage evacuation pipes from the different Said demised spaces/other constructed area to drains and sewers common to the building. 8. Drains and sewers from the Building to the municipal drain.

7. 8.

9. 10. 11.

16 9. 10. Effluent treatment plant. Main entrance to the premises.

11. Other Common Areas and Installations in the Building and the premises which shall be expressed and intended by GODREJ for common use and enjoyment of the occupants of the building. It is expressly agreed, understood and clarified that the common areas and Installations do not include various areas, installations, rights, privileges, benefits and advantages including car parking rights/spaces, Signage, Air Conditioners, Generators, Transformer etc. which have been reserved unto GODREJ and/or the Sub-Lessee. IN WITNESS WHEREOF the parties hereto have set and subscribed their respective hands and seals on the day, month and year first written. SIGNED, SEALED AND DELIVERED by the SUB-LESSOR at Kolkata in presence of :

SIGNED, SEALED AND DELIVERED by GODREJ at Kolkata in presence of :

SIGNED, SEALED AND DELIVERED by the SUB-LESSEE at Kolkata in presence of :

======================= ========= DATED THIS 2009 ======================= ========= DAY OF

BETWEEN

INFINITY INFOTECH PARKS LIMITED ... SUB-LESSOR - AND GODREJ WATERSIDE PROPERTIES PVT. LIMITED GODREJ - AND __________________________________ ... SUB-LESSEE

AGREEMENT FOR SUB-LEASE

VICTOR MOSES & COMPANY

18

SOLICITORS & ADVOCATES 6, OLD POST OFFICE STREET KOLKATA 700001

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