1
EXHIBIT 10.4
LEASE AGREEMENT
THIS INDENTURE of lease made at Madras 26th March, 1993 between the PRESIDENT OF
INDIA through the Development Commissioner, Madras Export Processing Zone,
Ministry of Commerce, presently at the Xxxxxxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx
Xxxxxxx 00, Xxxxxxxx, Xxxxxx - 600 045 hereinafter called "Lessor" (which
expression shall unless the context does not admit include his successors in
office and assigns) on the one part and M/s. Total Business Solutions (India)
Pvt. Ltd., Xxxx 00, Xxxxx 0, XXX Xxxxxxxxx, Xxxxxx Export Processing Zone,
Tambaram, Madras - 600 045 and represented by its Director Shri X. Xxxxxxxxx,
Madra hereinafter referred to as the "Lessee" (which expression are included,
unless such inclusion is inconsistent with the context of the meaning thereof
its executors and assigns) on the other part: WHEREAS the Government of India
has constituted, the Madras Export Processing Zone, hereinafter called the MEPZ
in the land acquired for the purpose with the object of encouraging the export
industries in India and for earning foreign exchange on the export of various
kinds of products from the MEPZ in the interest of the national economy by
establishing industrial units in the said zone: AND WHEREAS the Lessor has
contructed a building known as Standard Design Factory on a portion of land in
MEPZ for the purpose of allotting the same to various entrepreneurs carrying on
business of manufacturing and or processing articles, things, materials
components and instruments relating to various items of manufacture:
AND WHEREAS the Lessee have approached the Lessor for demising to it a portion
of the said building constructed and or erected on the Xxxx Xx. 00, Xxxxx 0, in
the MEPZ within the village limits of Kadaper of Taluk Saidapet, District
Chengalpattu. Sub-Registration district of Tambaram containing the
admeasurement 500 sq. meters or thereabouts and more particularly described in
the first Schedule hereunder written to establish manufacturing/processing
establishment for the manufacture of articles, things, materials, components,
instruments relating to the items for manufacture of export goods at the rent
and upon the terms and conditions hereinafter contained and to grant to it all
facilities and a variety of concessions.
AND WHEREAS the Lessor has agreed to let out a portion of the said building
with partition, fittings and fixtures thereto as listed in the Second schedule
admeasuring about 500 Sq. meters equivalent to meters of thereabout on the II
floor of the said building with effect from 13th January, 1992 at the rent of
Rs. 37,500/- per quarter for a term of five years upon the terms and conditions
hereinafter contained.
AND WHEREAS it has been agreed by and between the parties hereto that the stamp
duty and registration charges shall be borne and paid by the Lessee.
Xxxxxx Xxxxx ....2...
Development Commissioner, For TOTAL BUSINESS SOLUTIONS
Madras Export Processing Zone, (INDIA) PRIVATE LIMITED,
Madras - 45. X. Xxxxxxxxx
DIRECTOR.
2
: 3 :
f) Not to manufacture/process any article, things, materials, components
and instruments which do not in any way relate to the industry other than the
authorized one for which permission was granted.
g) To submit from time to time to the Development Commissioner, plans and
the schemes of the particular industry to be established together with such
other details as may be required.
h) To export the entire production (whether manufactured/processed
including seconds, wastes and scrap material to foreign countries in accordance
with the provisions of law and with the provisions of letter of
approval/licence subject to such concessions and facilities as may be given to
the government to the Lessees in the matter of disposal of seconds, waste and
scrap material, the Customs Duty, putting of applications or Import Licences,
etc., and such other concessions as may be notified hereafter from time to time.
i) To furnish a legal undertaking as may be prescribed for the fulfilment
of export obligations set out in their application for setting up industries
in the Zone.
j) To arrange forwarding/clearance of manufactured/processed goods for
export or import of raw materials spares and such other materials as are
required for manufacture/processing to the satisfaction of the Development
Commissioner or agencies authorized by the Development Commissioner.
k) Not to allow any of the products manufactured/processed in MEPZ
produced by the Lessee to enter or pass into and/or be sold in any market in
India or in anywhere in India provided always that the Development Commissioner
may permit the Lessee to sell and/or dispose of the products to enter or pass
into and/or be sold in any market in India or anywhere in India.
l) To sell or dispose of the products manufactured/processed by the Lessee
in the local markets in India or as may be directed by the Development
Commissioner in the event the Development Commissioner considers that the said
products are essential or necessary for national defence or for countering
natural disaster or considered urgent and necessary for the national economy
upon payment as may be mutually agreed upon and that the Lessee shall not
entitled to make any/other claim for compensation for delivering the products
as aforesaid in any manner whatsoever.
....4..
Xxxxxx Xxxxx
-------------------------
Development Commissioner, For TOTAL BUSINESS SOLUTIONS
Madras Export Processing Zone, (INDIA) PRIVATE LIMITED
Madras-45. X. Xxxxxxxxx
DIRECTOR.
3
: 4 :
m) To permit the Development Commissioner or any officer, surveyor, workmen
or other persons employed by him from time to time at any time without any prior
notice being given to enter into and upon the demised premises and to inspect
the general state of the demised premises and also processing plant and
machinery, etc., and the books of account and other documents and vouchers
concerning the products manufactured by the Lessee.
n) Not to do or permit anything to be done or stored (except those for
production of products approved for manufacture in the demised premises) which
may be a nuisance, annoyance, dangerous or disturbance to the owners, occupiers
or residents of the other premises in the vicinity.
o) To use the demised premises only for the purpose of manufacturing,
processing or assembling products for export and other purposes incidental
thereto the same and not to use the said demised premises or any part thereof
for any other purpose.
p) Not to sublet, assign or transfer, change or alienate the premises or any
part thereof without the prior consent in writing of the Lessor first hand and
obtained and subject to such terms and conditions as the Lessor may prescribed
in granting the possession to the Lessee for the transfer of the said demised
premises or any part thereof as hereinbefore mentioned.
q) To intimate before hand in writing to the Lessor within a forthright of
the changes made or effected in the corporate structure of the constitution of
the Lessee.
r) To submit statements of accounts and such other details within such time
as may be stipulated by the Lessor during the term of these presents giving all
the necessary particulars as may be required by the Lessor.
s) To allow the persons and vehicle entering and leaving MEP2 to be examined
by the staff of the Lessor or any agency authorised by the Development
Commissioner for the purpose of checking that no products or any materials
manufactured in the demised premises are removed in the manner not authorised
by those presents.
t) Not to make any structural alterations or changes of any nature whatsoever
to the demised premises or any additions, alterations or changes of any nature
whatsoever to the building erected on the demised premises without the previous
permission of the Lessor have been obtained in writing and if permitted, to
carry out the same in accordance with the building Bye-laws of the local
authority or any other statutory Regulations.
....5..
Xxxxxx Xxxxx TOTAL BUSINESS SOLUTIONS (INDIA) PRIVATE LIMITED,
---------------------
DEVELOPMENT COMMISSIONER, DIRECTOR.
MADRAS EXPORT PROCESSING ZONE,
MADRAS-45. X. Xxxxxxxxx
4
: 5 :
u) Not to cause any annoyance or hindrance to other tenants/lessees of the
lessor and to so conduct the activities which will impede the other lessee of
the lessor in manufacturing or processing the multi products AND in the event
the Lessee experiences or finds any difficulty in a conducting its/his/their
business and/or activities connected therewith smoothly and efficiently by
reason of the user of the said building or any portion thereof by the other
tenants of the building the same shall be referred to the Development
Commissioner and any directions or orders issued by the Development
Commissioner in relations thereto shall be complied with by the Lessee.
v) To observe and perform all rules and regulations prescribed under the
Labour Legislation such as Industrial Disputes Act, Workmen's Compensation
Act, Payment of Wages Act, Minimum Wages Act and any other statutes governing
the relationship of the employers including the Factories Act and Fatal
Accidents Act.
w) If the said rent hereby reserved shall be in arrears for the space of 30
days whether the same shall have been legally demanded or not, if within a
period of ONE year from the date of the commencement of Lease the entire
demised premises are not utilised for the purpose for which the same has been
demised or if the Lessee ceases to manufacture products for a period of six
continuous months for whatever cause arising, including a strike, lockout or
any injunction from Court in any sort of litigation, if and whenever there
shall be a breach of any of the covenants and conditions hereinbefore set out or
referred to including breach of any of the conditions of meeting the export
obligations already undertaken by the Lessee and or as may be notified from
time to time by the Lessor or the Lessee becoming insolvent or is wound up or
amalgamated or merged with other Body Corporate or otherwise pursuant to the
Court's Orders or under the Provisions of Law then in force or under any
Agreement entered into by the Lessee, the Lessor may re-enter upon any part of
the demised premises in the name of the whole and thereupon the demise hereby
granted shall absolutely cease and determine and in that case, PROVIDED ALWAYS
THAT the Lessor shall in addition to the right or determination of this lease
and to effect re-entry as mentioned aforesaid be entitled to recover as and by
way of compensation such amount as may be considered by the Lessor as
appropriately recoverable from the Lessee in the event the Lessee were not given
or granted all those various concessions and variety of facilities.
....6..
For TOTAL BUSINESS SOLUTIONS
(INDIA) PRIVATE LIMITED,
Xxxxxx Xxxxx
---------------------
DEVELOPMENT COMMISSIONER, X. Xxxxxxxxx DIRECTOR.
MADRAS EXPORT PROCESSING ZONE,
MADRAS-45.
5
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x) At the expiration or sooner of the termination of the said term quietly to
deliver upto the Lessor the vacant possession of the demised premises after
removing the partitions and fittings and fixtures pertaining thereto any
alterations, changes or additions erected on the demised premises by the
Lessee and such removal should be done without in any way damaging or defacing
the premises and such delivery should be given within a period of SIXTY days
after expiration or sooner determination of the said term, provided always that
in the event the Lessee fails to deliver vacant and peaceful possession of the
demised premises as aforesaid, the said partitions and fittings and fixtures
and any alterations, changes or additions as aforesaid on the expiry of the
above mentioned period shall belong to the Lessor and the Lessee shall not be
entitled any compensation therefor provided always that in case the Lessor
desires to retain the said partitions and fittings and fixtures etc. as
aforesaid the Lessor shall pay to the Lessee compensation thereof as may be
determined by the Development Commissioner and the Lessee shall not be entitled
to raise any objection against such retention and or the valuation determined
by the said Development Commissioner as aforesaid, provided always that the
lessee shall continue to be liable to pay compensation for the period of
unauthorised occupation of the said premises till the date the Lessor hands
over vacant and peaceful possession of the demised premises at such rates as
may be charged by the Lessor.
y) If the said rent hereby reserved shall be in arrears for a period of 30 days
whether the same shall have been legally demanded or not the Lessor may take
steps to recover the arrears of rent as arrears of land revenue or move to the
appropriate Court of Law and recovery.
z) A Penal Interest in rent arrears shall be payable on rent in arrears in
the first 12 months at 12% next 12 months but upto 24 months at 12% on the
first year arrears and at 18% for subsequent months and rental arrears for
beyond 24 months at 12% on first year arrears, 13% on second year and 24% beyond
24 months.
aa) The lessor doth hereby covenant with the Lessee that the Lessee paying the
rent hereby reserved and performing in the covenants herein before on the
Lessee's. Part contained shall and may peaceably enjoy the demised premises for
the said term hereby granted without any interruption or disturbance from or by
the Lessor or any person or persons lawfully claiming by form or under the
Lessor.
....7..
Xxxxxx Xxxxx
--------------------- For TOTAL BUSINESS SOLUTIONS
(INDIA) PRIVATE LIMITED
DEVELOPMENT COMMISSIONER,
MADRAS EXPORT PROCESSING ZONE,
MADRAS-45.
X. Xxxxxxxxx DIRECTOR
6
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ab) All disputes and differences arising out of or in any way touching or
concerning these Presents (except as to any matters and decision of which is
left to the sole discretion of the said lessor, as especially provided for in
these presents) shall be referred to be arbitration of two arbitrators, one
each to be appointed by the respective parties to these Presents. The
arbitrators so appointed shall appoint an Umpire in the manner provided in the
Arbitration Xxx 0000. It will be no objection that a person appointed as
Arbitrator on behalf of the Lessor is or was an employee of the Government, that
he had to deal with the matters to which the lease herein relates and/or that
in the course of his duties as such employee of the Government he has expressed
a view on all or any of the matters in dispute or difference. In the event of
either or both of the arbitrators dying, neglecting or refusing to act or
resigning, or being unable to act for any reason, the substitute(s) to be
appointed by the concerned parties shall be entitled to proceed with the
reference from the stage at which it was left by the previous
Arbitrator/Arbitrators. The cost of and in connection with the arbitration
shall be in the discretion of the Arbitrators who may make suitable provisions
for the same in their Award. Subject to the aforesaid, the provisions of the
Arbitration Act, 1940 and the Rules thereunder and any statutory modifications
thereof for the same for the time being in force shall apply to the arbitration
proceedings under this clause.
ac) If the Lessee shall have duly performed and observed the covenants and
conditions on the part of the Lessee herein before contained and shall at the
end of the said term hereby granted be desirous of receiving a new lease of the
demised premises and of such desire shall give notice granted in writing to the
Lessor before the expiration of the term hereby granted, the Lessor shall and
will at the cost and expenses in every respect of the lease grant to the Lessee
a new lease of the demised premises for a further term of five years on payment
of yearly rent as may be determined by the Lessor AND WITH covenants provisos
and stipulations herein before contained except this provision for renewal and
such new lease shall contain in lieu of this clause a covenant at end of the
said renewed term of five years the Lessor shall at the like cost and expense
grant to the lessee further renewals and that every such renewal shall be for
such terms and subject to such covenants, provisos and stipulations. The cost
of and in connection with arbitration shall be at the discretion of the
arbitrator who may make a suitable provision of the same in his award subject
as aforesaid, the Arbitration Xxx 0000 shall apply to the arbitration
proceedings under this clause.
....8..
Xxxxxx Xxxxx For TOTAL BUSINESS SOLUTIONS
--------------------- (INDIA) PRIVATE LIMITED,
DEVELOPMENT COMMISSIONER, X. Xxxxxxxxx DIRECTOR
MADRAS EXPORT PROCESSING ZONE,
MADRAS-45.
7
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IN WITNESS WHERE OF XXXXXX XXXXX the Development Commissioner of MEPZ,
Ministry of Commerce, Government of India on behalf of the President of India
set her hand and affix the common seal of office hereto on its behalf and the
lessee hath here unto got his hand affixed the common seal of the Company the
day and year first abovewritten.
FIRST SCHEDULE
(Description of Building)
All that piece of parcel of land and premises numbered as Xxxx 00, Xxxxx 0, XXx
Xxxxxxxx, X.X.X.X., Xxxxxxxx, Xxxxxx - 600 045 in the Madras Export Processing
Zone in Schedule No. 164/1 (part) within the village limits of Kadaperi, Taluk
Saidapet, District Chengalpattu containing by admeasurement 500 sq. mtrs or
thereabouts and bounded as follows, with partitions, fittings and fixtures
thereto listed in Second Schedule annexed to that to say--
On or towards the north say... Block 1
On or towards the south say... Corridor between Xxxx 00
and Unit 14
On or towards the east say... Common Corridor & Pathway
On or towards the west say... By Road
SECOND SCHEDULE
INVENTORY OF ELECTRICAL INSTALLATION.
Name of the Occupant : M/s. Total Business Solutions
(India) Pvt. Ltd.
Location : Xxxx 00, Xxxxx 0, XXX Xxxxxxxxx,
Xxxxxx Export Processing Zone.
-------------------------------------------------------------------------
XX.Xx. Description Qty
1. 2. 3.
-------------------------------------------------------------------------
A. LIGHT FIXTURES, WIRING & OTHER ACCESSORIES:
1. 'Philips' make single mounting soil type light
fixtures type TMS 21/140 with accessories and
fluorescent lamp 11 Nos.
....9..
Xxxxxx Xxxxx For TOTAL BUSINESS SOLUTIONS
------------------- (INDIA) PRIVATE LIMITED
X. Xxxxxxxxx DIRECTOR
Development Commissioner,
Madras Export Processing Zone.
Madras-45
8
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2. 'Philips' make twin mounting soil type light
fixtures TMC 21/240 with accessories and
fluorescent lamps 2 Nos.
3. 'Philips' make twin mounting Industrial type
light fixtures type TKC 22/240 with accessories
and fluorescent lamps 32 Nos.
4. Mirror light fittings with 20w fluorescent lamp 2 Nos.
5. 5 Amps Piano type switches 81 Nos.
6. 5 Amps 3 pin sockets 10 Nos.
7. 15 Amps piano type switches 14 Nos.
8. 15 Amps 3 pin socket 14 Nos.
9. Total No. of light points 47 Nos.
10. Total No. of Fan points 29 Nos.
11. total No. of 5 Amps 3 pin plug points 10 Nos.
12. Total No. of 15 Amps 3 pin plug points 14 Nos.
B. MAIN BOARDS & MCB DISTRIBUTION BOARDS ETC.
1. 8 way SP MCB DB with accessories:
i. 63 Amps Isolator 1 No.)
ii. 10 Amps SP MCB 6 Nos) 2 sets
2. 12 way SP MCB DB with accessories:
i. 60 Amps Isolator 1 No.)
ii. 15 Amps SP MCB 8 Nos) 2 sets
3. 200 Amps TPN sw fuse switch unit with NRC fuse
(fixed on angle iron frame work) 1 No.
4. 100 Amps TPM fuse switch unit with NRC fuse
(fixed on angle iron frame work) 2 Nos.
....10..
Xxxxxx Xxxxx For TOTAL BUSINESS SOLUTIONS
----------------- [INDIA] PRIVATE LIMITED,
X. Xxxxxxxxx DIRECTOR
Development Commissioner,
Madras Export Processing Zone,
Madras - 45.
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5. Main Penal Board with following items:
i. 200 Amps TPN fuse switch unit with HRC fuse 1 No. )
ii. 100 Amps TPN fuse switch unit with HRC fuse 3 Nos. )
iii. 32 Amps SPN switch fuse unit 4 Nos. )
iv. Ammeter-0 to 200 A with CTS selector switch 1 No. )
v. Voltmeter 0 to 600 V with selector switch 1 No. ) 1 set
vi. Indicating lamps with bulbs 3 Nos. )
vii. Side look fuses 3 Nos. )
viii. Toggle Switches 3 Nos. )
ix. 200 Amps busbar chamber Al. busbars 1 No. )
TOILETS, PANTRY, AHU & HALL PORTION
1. Wash basin with fittings (I/C tap)................ 2 Nos.
2. Indian Water closet with fittings................. 3 Nos.
3. High level flush tank (Cost iron)................. 3 Nos.
4. European Water closet with fittings............... 1 No.
5. Porcelain low level flush cistern................. 1 No.
6. Mirror............................................ 2 Nos.
7. Brass Bib Cock.................................... 4 Nos.
8. Brass stop cock................................... 7 Nos.
9. Porcelain Urinal 2 Nos. with automatic cister 1 set
10. Nahins trap....................................... 5 Nos.
11. Kitchen sink with fittings (1/C tap).............. 1 No.
12. Wooden door (Flush) shutters...................... 7 Nos.
12A. Wooden door (Flush) double shutter................ 1 No.
13. M.S. Rolling shutter.............................. 1 No.
14. Anodised Aluminium glaled door
with all fittings D1........................ 1 No.
D2........................ 2 Nos.
(Common door)
....11..
Xxxxxx Xxxxx For TOTAL BUSINESS SOLUTIONS
------------------ [INDIA] PRIVATE LIMITED
X. Xxxxxxxxx DIRECTOR
Development Commissioner,
Madras Export Processing zone
Madras - 45.
10
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15. Aluminium glaxed windows W1.................. 1 No.
W4.................. 1 No.
W2.................. 16 Nos.
W5.................. 8 Nos.
W3 (Ventilators).... 5 Nos.
SIGNED, SEALED AND DELIVERED Xxxxxx Xxxxx
-----------------------
By Smt. XXXXXX XXXXX I.A.S. Development Commissioner,
Development Commissioner, Madras Export Processing Zone,
Madras Export Processing Zone on Madras-45
behalf of President of India in the
presence of
1. X. Xxxxxxx (X. Xxxxxxx , XXXX, Xxxxxx)
0. Suresh (Suresh, Ms-45)
SIGNED, SEALED AND DELIVERED
By the above-named Lessee and represented by its Director Shri X.
Xxxxxxxxx
For TOTAL BUSINESS SOLUTIONS (INDIA) PRIVATE LIMITED....
DIRECTOR
in the presence of
1. XX Xxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxx 00
0. P. Xxxxxxxxx
X. XXXXXXXXX
0 Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxxxxx ....00..
Xxxxxx - 000000
For TOTAL BUSINESS SOLUTIONS
(INDIA) PRIVATE LIMITED,
K. Achyathan DIRECTOR
11
: 12 :
The COMMON SEAL of the abovenamed Licensee was, pursuant to a Resolution of its
Board of the Directors of the Directors passed in that behalf of
For TOTAL Business Solutions (India) Private Ltd
X. Xxxxxxxxx
affixed hereto in the presence of:
[SEAL]
1. B. Xxxxxxxxxxxx Xxx
X. Xxxxxxxxx
12
EXHIBIT 10.4
MADRAS EXPORT PROCESSING ZONE
GOVERNMENT OF INDIA
MINISTRY OF COMMERCE, DEPARTMENT OF COMMERCE
MEPZ/Appln/31/84(1). II Floor, "Rosy Tower",
0, Xxxxxxxxxxxx Xxxx Xxxx,
Xxxxxx-000 034.
Dated: 23-9-1986.
To
M/s. Indchem Electronics Ltd.,
Post Bag No. 5059,
Xxxx 00, Xxxxxxxxx Plots for
Electrical and Electronics
Industries, Xxxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxxxxx-000 000.
Sirs,
Sub: MEPZ - Allotment of unit in SDF building to
Indchem Electronics Ltd. for setting up a
unit in MEPZ for development of computer
software.
Ref: 1. Government of India, Ministry of Commerce
Letter No. 8/25/84-MEPZ, dt, 14.5.1985.
2. Your letter dated 27,8.1986.
-------------------------------------------------
Kindly refer to the Government of India, Ministry of Commerce letter
No. 8/25/84-MEPZ, dt, 14.5.1985 wherein the Ministry has communicated the
Government's approval for setting up a new industrial undertaking in MEPZ for
development of computer software for export. The validity of the Letter of
Approval has been extended upto 13.11,1986 in my letter No. MEPZ/Appln/31/84,
dt. 30.6.1986. After careful examination of the requirement of area for setting
up the unit with reference to the volume of exports, the employment content, the
machines to be installed etc. and taking into consideration your preference to
the space in the SDF building and the vacant site in the zone indicated in the
letter second cited, we write to inform you that the Unit/ No. 13 admeasuring
500 sq. metres in Block No. II of the SDF building in the Zone has been
allotted to you for the manufacture of your licenced product.
2. You are requested to take action to take possession of the said premises
in the said SDF Building at the earliest date. However, before possession is
handed over to you the formalities of executing tenancy agreement and payment of
lease rent will have to be completed by you.
3. A copy of tenancy agreement is sent herewith. I request you to complete
it and forward three copies of it duly typed on the ledger paper for our
scrutiny and further action.
4. The lease rent for the space in SDF unit bo Rs.300/- per sq. metre per
annum plus Municipal Taxes, water charges and Service charges for the common
area. You are requested to ensure that the lease rent is paid to MEPZ
administration regularly. In this connection your kind attention is also drawn
to the sub-clauses XI and X2 of clause 1 of the Tenancy agreement. Before taking
possession you are requested to pay three months rent in advance, within 7 days
from the date of receipt of this order.
5. You are requested to make the payment of rent into the Central Bank of
India (Main Branch), II Line Beach, Madras under
contd....2
13
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the head of account "007 Foreign Trade and Export Promotion(i) Other Receipts".
The challan for the remittance prepared in quadruplicate and got countersigned
by the Accounts Officer, Office of the Development Commissioner, MEPZ is sent
herewith.
6. In case the said SDP unit is not taken possession by you within 15 days
of receipt of this communication, the allotment will stand cancelled.
7. If you are willing to accept the above said conditions, please
communicate your acceptance in the form of an undertaking to abide by the said
conditions. On receipt of your undertaking and the remittance challan, we
will proceed to hand over possession of the plot to you.
8. Please acknowledge receipt of this letter.
Yours faithfully,
(X.X. XXXXXXXX)
Development Commissioner
cc to:
Smt. X.X. Xxx, Deputy Secretary, Govt. of India, Ministry
of Commerce, Udyoo Bhavan, New Delhi-11.
The Managing Director, SIPCOT, Greems Road, Madras-6.
The Project Manager, N.B.C.C., Madras.
The Superintending Engineer, MES(South), TNEB, Madras-2.
Xxx Xxxxxxxxxxxx, Xxxxxxxx Xxxxxxxxxxxx, Xxxxxxxx, Xxxxxx-00.
The Asst. Development Commissioner, MEPZ, Madras-34.
The Assistant incharge, Site Office.
SDF/Plot Allotment File.
gs/23.9.1986.
14
EXHIBIT 10.4
Registered AD
No.8/25/84-MEPZ
Government of India
Ministry of Commerce
(Department of Commerce)
New Delhi, the 14th May, 1985.
M/s. Indchem Electronics Ltd.,
Xxxx 00, Xxxxxxxxx Plots for
Electrical & Xxxxxxxxxxx Xxxxxxxxxx,
Xxxxxxxxx, Xxxxxx-000 000.
Subject: Application dated 31.8.84 for the grant of
permission for setting up of an industrial
unit in Madras Export Processing Zone, Madras
for the manufacture of Electronics equipments.
Sirs,
I am directed to refer to your application dated 31.8.84 on the above
cited subject and to say that the Government hereby approve your proposal for
setting up a new industrial undertaking in the Madras Export Processing Zone,
in the state of Tamil Nadu for the manufacture of the following items on the
basis of maximum utilization of plant and machinery and subject to the
condition given below:
Item of manufacture Yr: Annual capacity
------------------- --- ----------------
(Value in Rs.)
Computer software 1st 30 lakhs (Thirty lakh only)
2nd 50 " (Fifty lakh only)
3rd 60 " (Sixty lakh only)
4th 70 " (Seventy lakh only)
5th 75 " (Seventy five lakh only)
Conditions
i) Unless otherwise specified by a general or special or less, the
entire production shall be exported:
ii) You will maintain value addition of 88% during the first five
years of operation.
iii) A new company should be incorporated to implement the project in
Madras Export Processing Zone under Indian Laws,
iv) You will obtain clearance from the Tamil Nadu Water & Air
Pollution Control Board before setting up the unit in MEPZ.
v) You will maintain a separate account for your activity in Madras
Export Processing Zone, (MEPZ).
..2//
15
- 2 -
2. You are requested to please confirm the acceptance of the above
conditions within 45 days of the date of issue of this letter failing which it
will be presumed that you are no longer interested in the implementation of the
project.
3. This letter of approval is valid for one year from the date of its
issued for commencement of commercial production and will automatically lapse,
if an application for the extension of the validity period of this letter
approval is not made before the expiry of the said period of one year.
4. In case assistance from financial institutions is envisaged, you will
make a complete application in this regard to the financial institution within
a period of 6 months from the date of issue of this letter of approval and
obtain a certificate of viability from the financial institution concerned
to be presented to the Development Commissioner, Madras EPZ, before the unit is
registered by him.
5. If you fail to comply-with the conditions stipulated above, this letter
of approval is liable for rejection/revocation.
6. This letter of approval shall not constitute clearance under MRTP Act.
7. Please quote our reference number quoted above in all future
correspondence with this Ministry.
8. Yom may kindly contact the Development Commissioner, Madras EPZ, for
allotment of suitable accommodation and other assistance to you.
Yours faithfully,
X. Xxxxxxxxxx
-----------------------
(X. Xxxxxxxxxx)
Under Secretary
Tele. No. 3016924.
Copy for information to:-
1. Dev. Commissioner, Madras EPZ, Madras.
2. DGTD, (Import & Exports Policy Cell), New Delhi.
3. Dev. Commissioner, SSI, Xxxxxx Bhavan, New Delhi.
4. Jt. Chief Controller of Import & Exports, Madras.
5. Deptt. of Electronics, New Delhi.
6. Ministry of Finance, Deptt. of Economic Affairs, New Delhi.
7. Industries Commissioner, Govt. of Tamil Nadu, Madras.
8. Guard file/Main file.
X. Xxxxxxxxxx
-----------------------
(X. Xxxxxxxxxx)
Under Secretary.
16
No. 8/25/84-MEPZ
Government of India
Ministry of Commerce
New Delhi, dated 13 JAN 1992
To
M/s Ind chem Electronics Ltd.
K.R. Buildings
000-X, Xxxxxxx Xxxxxx Xxxx
Xxxxx, Xxxxxx - 000000
Subject: Your proposal for take over of M/s Ind chem
Electronics Ltd. by M/s Total Business
Solutions (I) Xxx.Xxx., and approval of
revised projections - Reg.
_________
Sirs,
The undersigned is directed to refer to letter dated 26th
August, 1991 to Development Commissioner, Madras EPZ on the above subject and
to say that in view of the position explained therein, Government have agreed
to your proposal and have approved the following :-
(a) Transfer of Letter of Approval No. 8/25/84-MEPZ dated
14.5.85 issued to M/s Ind chem Electronics Ltd. for
manufacture of Computer Software to M/s Total Business
Solutions (I) Xxx.Xxx. a new company incorporated to
take over the operations of M/s Ind chem Electronics
Ltd., in MEPZ;
(b) Equity participation by M/s Complete Business Solutions
Inc. 00000 Xxxxx Xxxxxx Xxxxxxx Xxxxx 000, Xxxxxxxxxx
Xxxxx, XX 00000, Michigan USA, to the extent of Rs, 7.6
lakhs constituting 76% of paid up equity in cash
on repatriation basis;
(c) Payment of dividend to M/s Complete Business Solutions
Inc., USA, amounting to Rs, 16.88 lakhs over the next
five years representing 20% in the first year, 25% in
the next year, 10% in the third year and 50%
thereafter;
(d) Revised projections with a value addition of 96.5% as
given in your letter dated 26.8.91 addressed to
Development Commissioner, MEPZ.
.......
17
-2-
2. Accordingly, it has been noted that the LOA of even number
dated 14.5.85 will now be implemented by M/s Total Business
Solutions (I) Xxx.Xxx.
3. Consequently, condition No. (ii) of the Letter of Approval
dated 14.5.85 may be deemed to have been changed as under;
"(ii) You will maintain value addition of 96.5% during the
first five years of operation."
4. Further, the following conditions may be deemed to have been
added to the existing terms and conditions of LOA dated 14.5.85 ;-
"(vi) M/s Complete Business Solutions Inc., USA will contribute
to the extent of Rs. 7.6 lakhs being 76% of the paid up
equity in cash on repatriation basis;
(vii) Dividend amounting to Rs. 16.88 lakhs payable to M/s
Complete Business Solutions Inc. USA, over 5 year period
will be subject to RBI regulations."
5. All other terms and conditions of the Letter of Approval dated
14.5.85, shall remain unchanged.
6. You may keep this letter attached with the Letter of Approval
dated 14.5.85, issued to you earlier.
Yours faithfully,
X. X. Xxxxxx
X. X. Xxxxxx
Under Secretary to the
Government of India
Copy information to:-
1. Dev. Commissioner, Xxxxxx XXX, Xxxxxx,
0. DGTD (Imports & Exports Policy Cell), New Delhi,
3. Dev. Commissioner, SSI, Xxxxxx Bhavan, New Delhi,
4. Jt. XXX&X, Xxxxxx,
0. Xxxxxxxxxx xx Xxxxxxxxxxx, Xxx Xxxxx,
0. Ministry of Finance (DEA), New Delhi,
7. Industries Commissioner, Govt. of XxxxxXxxx, Xxxxxx,
0. Guard file/Main file,
X.X. Xxxxxx
(X.X. Xxxxxx)
Under Secretary
18
EXHIBIT 10.4
GOVERNMENT OF INDIA
MINISTRY OF COMMERCE
MADRAS EXPORT PROCESSING XXXX
Xxxxxxxxxxxxxx Xxxxxx Xxxx.,
Xxxxxxxx, Xxxxxx-00.
......
Dt. 3.8.93
No.2/LA(18)92-EM
To
M/s. Total Business Solutions (India) Pvt. Ltd.,
Unit No. 13, SDF.
MEPZ, Madras-45.
Sirs,
Sub: MEPZ - Allotment of additional SDF building for
expansion of your unit in MEPZ for manufacture of
Computer Software.
Ref: Your Letters dated 5.2.93 6.4.93 & 8.6.93.
In the letter cited, you have requested for allotment of additional
space for expansion of your unit in MEPZ, for manufacture of Computer Software,
in addition to SDF Unit No. 13 already allotted to you. After careful
examination of the requirement of exports, the employment content, the machines
to be installed etc., we write to inform you that the Unit NO. 14 (factory area
except office room) admeasuring 453 sq. mtrs. in the second floor of block No.
II of SDF building in the Zone which has been surrendered by M/s. Ohmtron
Overseas (P) Ltd. from 1.8.93 for the manufacture of your licensed product.
2. The allotment of the unit is subject to the condition that you
shall enter into a lease agreement with the Development Commissioner, MEPZ and
should abide by the terms and conditions as stipulated in the lease agreement.
3. You are requested to take possession of the said premises in the
SDF Building on the date mentioned above, failing which the allotment will be
cancelled.
4. The lease rent for the space in the SDF unit is Rs. 300/- per
sq.m. per annum. i.e. Rs.,1. 35,900/-(Rupees one lakh thirty five thousand and
nine hundred only) for 453 sq. mtrs. and this yearly rent is payable in advance
computed from without any deductions whatsoever. In addition to the lease rent,
you should also pay Municipal Taxes, water charges and service charges for
common area. You are requested to ensure that the lease rent is paid to MEPZ
administration regularly.
5. You are requested to make payment of rent to the Development
Commissioner, MEPZ by means of Cheque or Demand Draft.
6. The allotment of the area is subject to the further condition
that implementation of the project will be started within 3 months from the date
of taking possession, as stipulated by the Government of India, Ministry of
Commerce in their Letter of Approval.
...2
19
- 2 -
7. The shed allotted to you should be utilised only for the
purpose of carrying out the export production activities as envisaged in the
Letter of Approval issued to you. You should fulfil the export obligation and
value addition as envisaged in the above Letter of Approval. Failure on your
part in this regard will entail cancellation of allotment and resumption of the
shed allotted to you.
8. A declaration in the enclosed format may please be submitted to
this office.
9. Please acknowledge receipt of this letter.
Yours faithfully
Xxxxxx Xxxxx
----------------------------
DEVELOPMENT COMMISSIONER
Copy to:
1. Shri X.X. Xxxxxxx, Under Secretary, Ministry of Commerce, Udyog
Bhavan, New Delhi-110 011.
2. Asst. Divisional Engineer, MES, TNEB, Kadapperi, Madras-45.
3. AC (C) / A.O. / A.D.C. /
4. Preventive Supdt. / Appraiser / ASO. MEPZ.
5. IA.2 / IA.3 / E.2 / SR / Accounts Sections.
6. Asst. Engineer. TNSCC Ltd., MEPZ, Madras-45.
7. EM.2 Section - with a request to charge rent to M/s. Ohmtron
Overseas (P) Ltd. for the office area, i.e,
47 sq.m. with effect from 118.93.
20
EXHIBIT 10.4
21 Jul 1994
GOVERNMENT OF INDIA
MINISTRY OF COMMERCE
MADRAS EXPORT PROCESSING ZONE
*****
***
*
Admn. Office Xxxxxxxx,
00, Xxxxxxxx Xxxxxxxx,
Xxxxxxxx, Xxxxxx - 00.
Lr. No.2/LA(18) 92 - E.M./8872 Dated: 18th July, 1994
To
M/s. Total Business Solutions (India)
Private Limited
S.D.F. Unit No. 13
Madras Export Processing Xxxx,
Xxxxxxxx, Xxxxxx - 000 000.
Sirs,
Sub: - MEPZ - Allotment of additional SDF building
for expansion of your unit in MEPZ for manu-
facture of Computer Software.
Ref: - Your letters dated 30.6.94 and 6.7.94.
* * * * *
In the letter cited, you have requested for allotment of additional
space for expansion of your unit in Madras Export Processing Zone for
manufacture of Computer Software. In addition to SDF Unit No. 13 and 14 already
allotted to you. After careful examination of the requirement of export, the
employment content, the machines to be installed etc., we write to inform you
that the Xxxx Xx.00, admeasuring 500 sq.mtrs. in the first floor of Block No. II
of SDF building in the Zone from 1.7.94 for manufacture of your licenced
product.
2. The allotment of the unit is subject to the condition that you
shall enter into a lease agreement with the Development Commissioner, Madras
Export Processing Zone and should abide by the terms and conditions as
stipulated in the lease agreement.
3. You are requested to take possession of the said premises in the
SDF building on the date mentioned above, failing which the allotment will be
cancelled.
4. The lease rent for the space in the SDF unit is Rs.300/-per
sq.m. per annum, i.e. Rs. 1,50,000/-(Rupees One lakh fifty thousand only) for
500 sq.mtrs. and this yearly rent is payable in advance computed from without
any deductions whatsoever. In addition to the lease rent, you should also pay
Municipal Taxes, water charges and service charges for common area. You are
requested to ensure that the lease rent is paid to MEPZ administration
regularly.
5. You are requested to make payment of rent to the Development
Commissioner, MEPZ by means of Cheque or Demand Draft on quarterly basis.
....... 2/-
21
: 2 :
6. The allotment of the area is subject to the further condition
that implementation of the project will be started within three months from the
date of taking possession, as stipulated by the Government of India, Ministry
of Commerce in their Letter of Approval.
7. The shed allotted to you should be utilized only for the
purpose of carrying out the export production activities as envisaged in the
Letter of Approval issued to you. You should fulfil the export obligation and
value addition as envisaged in the above Letter of Approval. Failure on your
part in this regard will entail cancellation of allotment and resumption of the
shed allotted to you.
8. You have to pay the rent to CWC Warehouse xxxxxxxx for the
goods removed from SDF Unit No.1, belonging to M/s. Indo-Korea Arts and
Crafts(P) Ltd. and kept under safe custody in CWC, MEPZ, till the date of
liquidation.
9. A declaration in the enclosed format may please be submitted to
this office.
10. Please acknowledge receipt of this letter,
Yours faithfully,
K. Suresh
(K. SURESH)
Joint Development Commissioner
Copy to:
--------
1. Assistant Divisional Engineer, MES., TNEB., Kapapperi, Ms. 4
2. AC (C)/A.O./A.D.C.
3. Preventive Supdt./Appraiser/ASO., MEPZ.
4. I.A.2/I.A.3/LA/PR/Accounts Sections.
5. Asst. Engineer, TNSCC Ltd., MEPZ., Madras - 45.
6. E.M.2 Section - with a request to enter in PRC Register.
7. Copy to M/s. Indo Korea Arts & Crafts (P) Ltd. file
22
EXHIBIT 10.4
GOVERNMENT OF INDIA Admn. Office Building
MADRAS EXPORT PROCESSING XXXX 00, Xxxxxxxx Xxxxxxx
Xx. 0/XX (00) 92EM/2458 MINISTRY OF COMMERCE Madras-45
Date 8.3.95
M/s. Complete Bussiness Solutions (I) Pvt Ltd.,
Unit No. 13 & 14,
SDF Building, Ph-I.
MEPZ, Madras-45
Sirs,
Sub: MEPZ - Allotment of SDF Building for setting up a unit by
you for manufacture and export of computer software
Ref: 1. Your letters dated 25.8.94 & 21.2.95
2, Letters dated 15.9.94 & 14.2.95 from
M/s. Worldwide Technologies Ltd.,
--------
Kindly refer to the letters cited. In the letter first cited, you
have requested for allotment of SDF/Unit No. 15 in phase I for expansion of
your project in MEPZ by agreeing to take over the export obligation of M/s.
Worldwide Technologies Ltd. After careful examination of the requirement of
exports, the employment content, the machines to be installed etc., we write to
inform you that the Units No. 15 admeasuring 500 sq. metres in Block II, third
floor of SDF/Building in the phase I is allotted to you with effect from
15.2.95 for the manufacture of your licensed product.
2. The allotment of the unit is subject to the condition that you
shall enter into a lease agreement with the Development Commissioner, Madras
Export Processing Zone and Should abide by the terms and conditions as
stipulated in the lease agreement.
3. You are requested to take possession of the said premises in
the SDF building on the date mentioned above failing which the allotment will
be cancelled.
4. The lease rent for the space in the SDF unit is Rs. 300/- per
sq. metre per annum, i.e. Rs. 1,50,000 (Rupees One lakh fifty thousand only) and
this yearly rent is payable in advance computed without any deduction what
soever. In addition to the lease rent, you should also pay Municipal Taxes,
water charges and service charges for common area. You are requested to ensure
that the lease rent is paid to Madras Export Processing Zone administration
regularly.
(Contd..2)
23
(2)
5. You are requested to make payment of rent to the Development
Commissioner, Madras Export Processing Zone, by means of Cheque or
Demand Draft on quarterly basis in advance.
6. The rental rates mentioned above for SDF building are provisional.
Incase, the rent for SDF units in phase I is fixed at a higher rate, you should
pay the difference in the lease rent for the period from the date of taking
possession of the unit at the higher rate as may be fixed.
7. The allotment of the area is subject to the further condition that
implementation of the project will be started within three months from the date
of taking possession, as stipulated by the Government of India, Ministry of
Commerce in their letter of Approval issued to you, failing which MEPZ will
cancel the allotment and resume the SDF unit.
8. The shed allotted to you should be utilised only for the purpose of
carrying out the export production activities as envisaged in the letter of
Approval issued to you. You should fulfill the export obligation and value
addition as envisaged in the letter of Approval. Failure on your part in this
regard will entail cancellation of allotment and resumption of the shed
allotted to you.
9. A declaration in the enclosed format may please be submitted to this
office.
10. Please acknowledge receipt of this letter.
11. This issues with the approval of Development Commissioner MEPZ.
Yours Faithfully,
X. Xxxxxxxxxxxxxxx
(X. XXXXXXXXXXXXXXX),
Deputy Development Commissioner.
Encl: As above.
Copy to:
1. Asst. Divnl. Engineer, MFS.. INGB., Kadappori, Madras:45
2. A.C (Customs)/Accounts Officer/A.D.C., MEPZ
3. Prov. Supdt/Appraiser/A.S.O
4. IA2/IA3/LA/Customs/Accounts Section
5. Asst. Engineer, INSCC Ltd/Asst. Engineer, NBCC Ltd
6. E.M.2 Section-with the request to make necessary entry in PRC register for
raising rental demand.
24
EXHIBIT 10.4
GOVERNMENT OF INDIA
MINISTRY OF COMMERCE
MADRAS EXPORT PROCESSING ZONE
*****
Xxxx. Xxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx-00,
Xxxxxxxx, Xxxxxx-00.
Xx.Xx. 2/28/93 - E.M./251- Dated: 19.10.1994.
To
M/s. Complete Business Solutions (I) Pvt. Ltd.,
Xxxx Xx. 00, X.X.X., XXXX.,
Xxxxxxxx, Xxxxxxxx,
XXXXXX-00 045.
Sirs,
Sub:- MEPZ - Allotment of Additional SDF
building for expansion of your unit
in Madras Export Processing Zone.
Ref:- Your letter dated 30.09.90.
*****
Kindly refer to the letter cited. In the letter cited, you have
requested for allotment of SDF Unit No. 1 in Phase I for expansion of your unit
in Madras Export Processing Zone. After careful examination of the requirement
of area for exports, the employment content, the machines to be installed etc.,
we write to inform you that the Unit No. 1 admeasuring 500 sq.m. in the Block I
of SDF Building in the Phase I is allotted to you with effect from 01.10.1994
for the manufacture of your licensed product.
2. The allotment of the unit is subject to the condition that you shall
enter into a lease agreement with the Development Commissioner, Madras Export
Processing Zone and should abide by the terms and conditions as stipulated in
the lease agreement.
3. It is informed that, you have to pay the rent with effect from 1st
October, 1994. (01.10.1994)
4. The lease rent for the space in the SDF unit is Rs. 300/- per sq.m.
per annum, i.e., Rs. 1,50,000/- (Rupees One lakh fifty thousand only) and this
yearly rent is payable in advance computed without any deduction what soever.
In addition to the lease rent, you should also pay Municipal Taxes, Water
charges and service charges for common area. You are requested to ensure that
the lease rent is paid to Madras Export Processing Zone administration
regularly.
5. You are requested to make payment of rent to the Development
Commissioner, Madras Export Processing Zone, by means of Cheque or Demand Draft
on quarterly basis in advance.
Contd. ....... 2/-
25
: 2 :
6. In case, the rent for SDF unit in Phase I is fixed at a
higher rate, you should pay the difference in the lease rent for the period
from the date of taking possession of the land at the higher rate as may be
fixed.
7. The shed allotted to you should be utilised only for the
purpose of carrying out the export production activities as envisaged in the
Letter of Approval issued to you. You should fulfil the export obligation and
value addition as envisaged in the Letter of Approval. Failure on your part in
this regard will entail cancellation of allotment and resumption of the shed
allotted to you.
8. A declaration in the enclosed format may please be submitted
to this office.
9. Please acknowledge receipt of this letter.
Yours faithfully,
K. Xxxxxx
X.(XXXXXX)
Joint Development Commissioner.
Encl. As above.
Copy to:
1. Asst. Divnl. Engineer, MES., TNE 9., Kadapperi, MS.45.
2. A.C. (Customs)/Accounts Officer/D.D.C., MEPZ.
3. Prev. Supdt./Appraiser/A.S.O.
4. IA2/IA3/LA/Customs/Accounts Section
5. Asst. Engineer, TNSCC Ltd./Asst. Engineer, NBCC Ltd.
6. E.M.2 Section - with the request to make necessary entry in PRC
register for raising rental demand.
7. T.B.S. file.
