EXHIBIT 10.11
LEAVE AND LICENSE AGREEMENT
THIS AGREEMENT OF LEAVE AND LICENSE is made and entered into at Mumbai on this
the 11th day of June, 2004 in the CHRISTIAN YEAR TWO THOUSAND FOUR, BETWEEN LAKE
VIEW DEVELOPERS, a Partnership firm registered under the Indian Xxxxxxxxxxx Xxx,
0000, and having its Registered Office at 000, XXXXXXX XXXXXX, XXXXXXX XXXXX,
XXXXXX - 400 021 hereinafter referred to as "THE LICENSOR" (which expression
shall, unless it be repugnant to the context or the meaning thereof, be deemed
to mean and include the partners for the time being constituting the said firm
and the legal heirs, executors and administrators and assigns of the last
surviving partner) OF THE ONE PART;
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AND
M/S. SYNTEL SOURCING PVT. LTD., A COMPANY INCORPORATED UNDER XXX XXXXXXXXXX XX
XXX XXXXXXXXX XXX 0000 AND HAVING ITS REGISTERED XXXXXX XX XXXX XX. 000, XXX XX,
XXXXX, XXXXXXX- XXXX, XXXXXX - 400 096, hereinafter referred to as "THE
LICENSEE" (which expression shall, unless it be repugnant to the context or the
meaning thereof be deemed to mean and include their successors in title OF THE
OTHER PART:
WHEREAS:
1. The LICENSOR is the exclusive and lawful owner of the Unit Nos. B/101 TO
B-104 totally admeasuring 33,125 SQ. FT. BUILT-UP AREA on the FIRST FLOOR
of the building known as "DELPHI" in the "B" WING located at XXXXXXXXXXX
XXXXXXXX XXXX, XXXXX XXXXXX - 000 000, which building is situate, lying
and being on C.T.S. NUMBER 12/1 - 12/4, SECTOR III OF VILLAGE POWAI in the
Registration District of Mumbai suburban, at Hiranandani Gardens, Powai,
Mumbai - 400 076, which area is shown in red colour boundary line in the
plan there of attached here with as ANNEXURE "A" together with THIRTY FIVE
(35) NUMBER OF CAR PARKING along with ample bus parking minimum 5 nos and
more particularly shown in the plan thereof attached herewith and marked
in red colour in ANNEXURE "B" hereinafter referred to as "THE LICENSED
PREMISES".
2. The LICENSEE has requested the LICENSOR, to allow it, the limited and
restricted permission to use THE LICENSED PREMISES on LEAVE AND LICENSE
basis, without in any way creating any right, title or interest, of any
nature whatsoever, in favour of the LICENSEE in respect of THE LICENSED
PREMISES.
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3. Based on the above declaration and assurance of the Licensee and relying
on the same, the LICENSOR has agreed to grant to the Licensee, restricted
and limited permission by way of License to use the licensed premises on
LEAVE AND LICENSE BASIS subject to the terms and conditions as are agreed
between the parties hereto.
4. The parties hereto agree that this agreement is in supersession of all
previous and writing/s and document/s exchanged/executed between the
parties here to in respect of this transaction and that this Agreement of
Leave and License constitutes finally agreed understanding between the
parties hereto.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERE TO AS FOLLOWS:-
1. NATURE OF LICENSE:
Based on the declaration and assurances (mentioned in the recitals), given
by the LICENSEE to the LICENSOR, the LICENSOR hereby agree to give to the
LICENSEE and the LICENSEE agree to take from the LICENSOR, the licensed
premises as the LICENSEE, on restricted and limited permission basis, on
LEAVE AND LICENSE basis for the purpose of operating an office for its
business purpose. And the LICENSEE agree that the LICENSOR have agreed to
grant to the LICENSEE, the license, to use the licensed premise on
restricted and limited permission basis, on LEAVE AND LICENSE basis
(without in any way creating tenancy/lease/sub tenancy/right/title/
interest and/or any other relation, except what is mentioned herein)
subject to the terms and conditions as herein mentioned.
2. THE LICENSED PREMISES:
The Premises bearing no. B-101 TO B-104 totally admeasuring 33,125 SQ. FT.
BUILT UP AREA, situated on the FIRST FLOOR of the Building known as
"DELPHI" in
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the "B" WING, situate and lying on C.F.S. NUMBER 12/1-12/4, SECTOR III of
VILLAGE POWAI in the Registration District of Mumbai suburban lying being
at Hiranandani Business Park, Powai, Mumbai - 400 076 (which area is
identified and shown in red colour boundary line in the plan there of
attached here with as ANNEXURE "A") together with THIRTY-FIVE (35) number
of car parking, minimum 5 nos of bus parking and more particularly shown
in the plan thereof attached herewith and marked in red colour in ANNEXURE
"B". Incase if the LICENSEE requires any additional car park/s, same will
be at the cost of Rs.500/- per car parking per month, subject to
availability and at such a space as allocated by the LICENSOR.
3. THE LICENSED PERIOD:
The duration of the License cum limited and restricted permission shall be 33
(THIRTY THREE) MONTHS, commencing from the 13TH DAY OF AUGUST 2004, and shall
end on the close of the business hours on the 12th May 2007. The said entire
license period of 33 (thirty-three) months shall be lock-in-period, during which
neither of the parties hereto shall be entitled to terminate this Agreement,
except what is provided herein. The LICENSOR shall give the LICENSEE the
possession of the said licensed premises on the 13TH DAY OF MAY, 2004 (after due
completion of All structure and Masonry works, Internal GVP plastering excluding
toilet areas and , Brick bat flooring, Double glazed Aluminum windows and
temporary Power and temporary Water connection at floor.) for the purposes of
installation of the furniture, fixtures, fittings and other appliances of the
LICENSEE and the Licensor shall not charge the licensee for the period
commencing from 13TH MAY, 2004 till 12th Aug, 2004.
4. LOCK IN PERIOD:
The said entire license period shall be lock-in-period and that during the
Lock-in-period neither party shall have right to terminate and/or cancel
this agreement except as herein provided.
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5. THE LICENSE FEE:
During the Licensed period, the LICENSEE shall pay to the LICENSOR, a
monthly LICENSE FEE, amounting to RS.10,26,875/- (Rupees Ten Lacs Twenty
Six Thousand Eight Hundred Seventy Five Only)@ Rs.31 per sq.ft The said
monthly License Fee shall be paid by the LICENSEE to the LICENSOR, on
monthly advance basis and shall become due on the 1st day of each English
calendar month in advance. However, the same can be paid within a grace
period of 10 Days in each English calendar month. In the event of the
LICENSEE committing any delay or default (for any reason what so ever)
in the payment of the License Fees and/ or any other amounts, as mentioned
herein then and in that event, without prejudice to the other rights
available to the LICENSOR (under the provisions of this agreement and /or
under the Law and/or in Equity) the LICENSEE shall be liable to pay to the
LICENSOR and the LICENSOR shall be entitled to receive from the LICENSEE,
an interest at the rate of eighteen (18) per cent per annum, to be
calculated from the due date of such payment up to the date of full
realization, together with the due interest thereon.
6. INTEREST FREE SECURITY DEPOSIT:
As and by way of assurance to the LICENSOR, for the due and proper
performance of all its obligations (whether mentioned herein and/or not)
including the vacating of the Licensed Premises, on the expiry of this
Leave and License Agreement, (in addition to the payment of the License
Fee and all other amounts as mentioned herein and as may be intimated
hereafter which shall be paid only if approved by the Licensee) the
LICENSEE has, at the time of taking physical possession of said property
will deposit with the LICENSOR, a refundable non-interest bearing SECURITY
DEPOSIT amounting to RS.1,23,22,500/- (Rupees One Crore
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Twenty Three Lacs Twenty Two Thousand Five Hundred only). And the LICENSEE
has agreed with the LICENSOR, to maintain during the term of this Leave
and License Agreement, such minimum amount as a refundable non-interest
bearing Security Deposit. The LICENSEE has agreed that such refundable
non-interest bearing Security Deposit shall be retained by the LICENSOR
till the time this agreement is valid/till the end of the licensed period.
The Licensor and Licensee shall mutually decide the amounts, if any,
payable to the Licensor in case there is a default on the part of licensee
or if any amount is due to the Licensor and the Licensee shall pay the
said mutually decided amount by cheque. And the balance of the said
refundable interest free security deposit, (after adjustment towards
unpaid monthly License Fee and/or breakages and/or damages and/or losses
and/or repairs re painting and/or any other amounts what so ever due to
the LICENSOR AND/OR THIRD PARTY, including provision for estimated
outstanding telephone bills, internet facility, electricity charges, cable
television wiring installation losses, costs expenses and the likes as may
be mutually decided by both the parties to this agreement) will be
refunded by the LICENSOR to the LICENSEE, simultaneously against the
LICENSEE handing over the vacant charge of the licensed premises back to
the LICENSOR, in the same state and condition, reasonable wear and tear
excepted, in which it is on a reasonable basis, at the commencement of the
license permission. The Licensee shall not be required to vacate the
licensed premises till cheque paid towards the refund of security deposit
is cleared.
7. THE LICENSOR'S ASSURANCES: -
a. The LICENSOR declares that their possession, rights title and
ownership in respect of the licensed premise is clear and free from
all kinds of claims, right, encumbrances of any nature what so ever.
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The LICENSOR is free to deal with the licensed premises in such
manner as they may in their own discretion deem fit and proper
including enter in to this agreement with the LICENSEE as herein
contemplated with out consent and/or confirmation from any one else.
b. The LICENSOR declare that they have paid all rates, taxes, cesses,
duties, assessments and other outgoing payable, in respect of the
said Licensed Premises, to any Government or other Authorities,
till the date of the execution of this Agreement.
c. The Licensor further agrees to indemnify the Licensee against any
claims/damages/penalties, if any, incurred by the Licensee from any
government/statutory authorities or any third parties.
d. THE LICENSOR COVENANTS with the Licensee to permit the Licensee to
peaceably and quietly hold and enjoy the Premises without any lawful
interruption or disturbance from or by the Licensor or any person.
8. THE LICENSEE'S ASSURANCES:
a. That it has seen and approved the Licensed premise and that it is
satisfied about the license fee, monetary obligations and all other
obligations taken over by it under the terms and conditions of this
Agreement. The LICENSEE is aware about the implication and intent of
all the terms and conditions of this agreement.
b. That it will not in any way damage the R C C walls including
internal brick work, exterior, Facade, windows, partition walls,
ceiling and all other part/s of the Licensed Premise and shall keep
the same
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in good order and condition on a resonable basis as it is at the
date of commencement hereof.
c. That during the License period, it will not store or allow to be
stored in the Licensed Premises, any combustible, dangerous or
hazardous material that may imperil the safety of the building or
may increase the premium of insurance of the building or render void
the insurance and/or which may be of nuisance and/or cause annoyance
to the Licensed premises and/or the LICENSOR and/or the other
occupants in the locality building.
d. Not to do, omit to do or permit to be done anything in the Licensed
Premises any acts or activities which are obnoxious, anti-social,
illegal, or prejudicial to the norms of decency and/or etiquette
and/or illegal and/or which may be or become a nuisance to the
Licensor or other occupants of the said building.
e. To perform and strictly observe all the rules, regulations and bye
laws applicable to the Building as also the provisions of this
Agreement and not to do and/or omit to do any act, deed, matter or
thing as would constitute a breach of the rules regulations and
bye-laws applicable to the said building in which the Licensed
premised is situated.
f. The LICENSEE agrees that notwithstanding this License, the licensee
does hereby agree and confirm that the exclusive and juridical
possession of the licensed premises shall always remain with the
LICENSOR.
g. Not to put any claim of tenancy or any other right or title or
interest into or in respect of the Licensed Premises or any part or
portion thereof and this
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Agreement shall not be construed to create any such right whatsoever
in favour of the LICENSEE save and except the mere restricted
permission to use the Licensed Premises as License during the
validity of the License and such License shall automatically come to
an end on the expiry of this Leave and License Agreement (whether on
termination and/or on sooner determination).
h. To vacate the Licensed Premises after removing all its belongings,
on the expiry of the License period and/or on sooner determination
and to restore the Licensed Premise to state and condition as
reasonably as possible in which it is at the date hereof,
reasonable wear and tear excepted.
i. To allow and permit the LICENSOR and/or its authorized
representatives shall be entitled, at all reasonable times, to enter
the Licensed Premises after giving reasonable notice of minimum
forty eight hours, to view and/or make physical verification of the
condition thereof and to direct the LICENSEE to set right any
wrongful use, damage, repairs, etc.
j. Not to claim any protection or any other right under the provisions
of The Maharashtra Rent Control Act, 1999, (and/or any other
statutory enactment there to and or any other acts, ruling,
judgments and/or etc.), as it is the intention of both the Parties
to this Agreement that this License is only a permissible personal
license given by the LICENSOR to the LICENSEE for the use of the
Licensed Premises for the office purpose during the subsistence of
this Agreement.
k. The LICENSEE further covenants with the LICENSOR that in the event
of the LICENSEE going into liquidation (whether voluntary or
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otherwise) then this Leave and License Agreement will automatically
stand terminated and the LICENSEE shall be liable to pay to the
LICENSOR, the License Fee and all other amounts payable by the
LICENSEE in respect of the unexpired period of the License as
mentioned in this Leave and License Agreement.
9. TERMINATION/SOONER DETERMINATION:-
(a) The LICENSOR and the LICENSEE declare and confirm that the entire
licensed period of this agreement shall be the Lock in period and
further that during such period neither party is allowed to
terminate this agreement except as, provided herein. (b) On
completion of the License period, the LICENSEE shall handover the
vacant charge of the licensed premise to the LICENSOR, in the same
state and condition as it is at the commencement hereof, reasonable
wear and tear excepted.(c)The LICENSEE shall hand over the vacant
charge of the Licensed Premises (as mentioned in CLAUSE 9(b) above)
to the LICENSOR simultaneously against the LICENSOR refunding the
Security Deposit . The Licensee shall pay separate amount by cheque
towards any dues outstanding. The outstanding dues may be amounts
towards the pending Licensee fee, all other amounts payable by the
LICENSEE to the LICENSOR as also such amounts payable by the
LICENSEE to the third parties including the estimated/pending
amounts towards the Telephone charges, the electricity charges cable
charges, gas charges and such other amounts payable not included in
License fee towards amenities and facilities use and enjoyed by the
LICENSEE during the licensed period.
d. In case if the LICENSEE is ready and willing to hand over the charge of
the Licensed premises on the agreed
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date but the LICENSOR is unable to repay the balance of the interest free
Security Deposit, then the LICENSEE shall enjoy the Licensed premises till
the date the LICENSOR refunds the balance of the interest free Security
Deposits with out any obligation to pay the License Fee and the Licensor
shall also be liable to pay Rs. 20000/- (Rs.Twenty thousands only)) for
per day for each day delay of refund of security deposit.
e In case if on the agreed date the LICENSOR is ready and willing to refund
the balance of the interest free Security Deposits to the LICENSEE but the
LICENSEE is unable to vacate the Licensed premises, then the LICENSOR
shall (with out prejudice to their rights under the Law and under the
provisions of this Agreement, be entitled to recover from the LICENSEE as
and by way of compensation, over and above the agreed Licensed fees, Rs.
20000/- (Rupees Twenty thousand only) per day for each day of delay till
the vacating the premises.
f The LICENSEE shall be liable to reimburse and pay to the LICENSOR such
amounts as may be determined by the Architect who shall be appointed
jointly by both the parties of the LICENSOR for any damage, losses,
breakages replacements, painting etc., caused to the said Licensed
Premises either during the Leave and License Period or at any time after
the LICENSEE vacating the said Licensed Premises and the quantum of such
damages as determined by the Architect shall be final and binding upon
the Parties hereto. And the LICENSEE shall within 10 (ten) days of the
Architect quantifying the damage and receipt of the report thereof, pay
over the damages to the LICENSOR. In respect of any delay caused by the
LICENSEE in making the payment as stipulated herein, the LICENSEE shall be
liable to pay to the LICENSOR an interest at the rate of eighteen (18) per
cent per annum from the date on which such payment becomes due till the
date of full realization thereof by the LICENSOR together with the due
interest due there on.
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10. MAINTENANCE AND PROPERTY TAXES:
The LICENSOR shall be liable to bear and pay all present and future
Municipal Taxes in respect of the Licensed Premises. The LICENSEE shall,
at its own costs and expenses, insure its furniture, fixtures, fittings,
articles, chattels, etc. against loss or damage by fire and other usual
risks. The LICENSEE alone shall be responsible to pay at actuals, the
present and future general maintenance charges in respect of the said
licensed premises. And the LICENSEE do here by indemnify and shall always
keep indemnified the LICENSOR of from and against all damages claims
charges costs and expenses that the LICENSOR and/ or the licensed premises
is made liable for by any authorities due to non payment, delayed payment
dispute and/or for any other liabilities that may arise by any reason/s
what so ever. However the estimated present outgoing in respect of the
Licensed Premises is Rs.1.50 per square feet of the built up area per
month, i.e. RS.49,688/- (Rupees Forty Nine Thousand Six Hundred Eighty
Eight Only) as estimated subject to actual amounts. And the LICENSEE shall
pay such estimated amount for every month in advance on the 1st Day of
each month with a grace period of 10 days. After every 6 months, the
actual amount will be ascertained and the LICENSEE shall pay the
adjustment amount to the LICENSOR.
11. (ASSIGNMENT)
During the validity of this agreement, the LICENSOR is and shall always be
entitled to sell, transfer and assign the Licensed Premises to any
Institution, Body Corporate or any other party as the LICENSOR may in
their absolute discretion deem fit and proper. In such an event, the
LICENSOR shall inform the LICENSEE by giving to the LICENSEE a Notice in
writing of such a
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development and the new Owner/LICENSOR shall confirm this Leave and
License Agreement in its entirety. Likewise, the LICENSOR is and shall
always be entitled to discount the benefit of this Leave and License
Agreement with any Institution, Body Corporate or any other Party as the
LICENSOR may in its sole and absolute discretion deem fit and proper. The
Licensor however expressly undertakes that the Licensee shall not be
prejudiced in any manner whatsoever by such assignment/transfer in future
by the Licensor.
12. LEGAL EXPENSES
The LICENSEE does hereby confirm that all payments under the provisions of
the Bombay Stamp Act and the Indian Registration Act, like the Stamp Duty
and Registration Charges etc. payable in respect of this transaction
including this Agreement and all other documents which may be executed in
pursuance of this transaction shall be borne and paid by the LICENSEE
alone and the LICENSOR shall not be liable or responsible for the same in
any manner what so ever. Each party shall bear and pay the costs of its
respective Advocates and Solicitors.
13. NOTICE:
Any Notice herein may be given if sent by hand delivery and written
acknowledgment obtained thereof or by Registered A.D. at the addresses of
the parties set forth below:
A. To the LICENSOR
a. Address : 000, Xxxxxxx Xxxxxx, Xxxxxxx
Xxxxx, Xxxxxx - 400 021.
b. Telephone : 00-00-00000000/61
c. Facsimile : 91-22-22832010
d. Attention : PARTNERS OF LAKE VIEW
DEVELOPERS
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B. To the LICENSEE
a. Address : Xxxx Xx.000, XXX XX,
Xxxxx, Xxxxxxx - Xxxx,
XXXXXX - 400 096.
b. Telephone : 00-00-00000000/0271
c. Facsimile : 00-00-00000000
c. Attention : DIRECTORS OF SYNTEL SOURCING
PVT. LTD
14. DEFAULT:
In case if the LICENSEE or LICENSOR makes default and/or delays in
punctuality in complying with the performance/s obligation/s performance/s
as mentioned herein, then the other party ( i.e. non-defaulting party
LICENSOR shall get the same performed AND all obligations including
financial commitment/s made by the LICENSOR/ LICENSEE shall be deemed have
been made by the LICENSOR/LICENSEE and same shall be honored and complied
by the LICENSOR/LICENSEE and same shall be at the costs charges risks and
consequences of the defaulting party.
15. GENERAL:
The LICENSEE also agree that it will neither transfer nor assign nor
permit any other person/s to enter the Licensed premises nor allow any one
else to enter the licensed premises for any reason/s what so ever. The
permission hereby given is personal to the LICENSEE and the permission
hereby given is non transferable in any manner what so ever.
16. ARBITRATION:
Any dispute, difference or question which may arise at any time hereafter
between the parties hereto touching the true construction of this
Agreement of the rights and liabilities of the parties hereto, shall be
referred to the sole arbitration of a single arbitrator mutually agreed
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upon by and between the parties hereto, in accordance with The Arbitration
And Conciliation Act, 1996. The decision of the sole Arbitrator shall be
final and binding on the parties to this Agreement. The arbitration
proceedings shall be held in Mumbai.
17. FORCE MAJEURE
Any time during the subsistence of this agreement the said Licensed
premises shall be destroyed or damaged by fire, flood, war, riot,
earthquake, irresistible force or any other cause beyond human control so
as to render the said licensed premises unfit for use and occupation, then
the Licensors shall return to the Licensee the security deposit forthwith
and Licensee shall be relieved of any obligation to pay for such destroyed
or damaged premises.
18. The Licensor here by agrees and undertakes to provide.
(i) Sanctioned power load of minimum 550 KVA, terminated
into electrical room, in case it increases, it will be
in the scope of Licensor to provide for the same.
(ii) Underground and overhead tanks for fire fighting purpose
with two wet risers i.e one for hose reel and another
for sprinkler system.
(iii) Space for DG sets and outdoor HVAC units will be
provided free of cost.
(iv) Occupancy Certificate & Fire NOC by 31st July, 04
(v) Lift Lobby of first floor by 31st July, 2004.The main
entrance lobby by 15th August 2004 shall be reasonably
complete.
(The Licensor agrees, that in case of any delay in providing the facilities as
specified above, the rent free period will be 12th Aug, 04 or the date on which
all these facilities completed, whichever is later).
19. The Licensor also agrees to provide adjoining terrace area without any
extra fee along with the licensed premises to Licensee for use subject to
the due and proper observance and compliance of the rules and regulations
of the Municipal Corporation of Greater Mumbai (M.C.G.M)
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INWITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET AND SUBSCRIBED THEIR
RESPECTIVE HAND AND SEAL THE DAY AND YEAR FIRST HEREINABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED BY )
THE WITHINNAMED THE LICENSOR )
LAKE VIEW DEVELOPERS )
BY HAND OF )
/s/ XXX. XXXXX XXXXXXXXXXX )
--------------------------------------
IN THE PRESENCE OF )
/s/ [ILLEGIBLE] )
--------------------------------------
SIGNED, SEALED AND DELIVERED BY )
THE WITHINNAMED THE LICENSEE )
M/S.SYNTEL SOURCING PVT. LIMITED )
BY THE HAND OF )
/s/ XX. XXXXX XXXXX )
--------------------------------------
IN THE PRESENCE OF )
)
--------------------------------------
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ANNEXURE "A"
[FLOOR PLAN]
ANNEXURE "B"
[FLOOR PLAN]
ANNEXURE "B"
[FLOOR PLAN]
[SYNTEL LOGO]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD
OF DIRECTORS OF SYNTEL SOURCING PRIVATE LIMITED HELD ON FEBRUARY 11TH,
2004.
"RESOLVED that Xx. Xxxxxx Xxxxxxxx and/or Xx. Xxxxx Xxxxx be and are
hereby appointed as the Authorized Signatories to sign all papers,
documents, applications, contracts, undertakings and similar documents and
do all such other acts, deeds and things incidental thereto, to be
submited to various government and statutory authorities, on behalf of the
company.
CERTIFIED TRUE COPY.
For Syntel Sourcing Private Limited.
/s/ Xxxxxx Xxxxx
-------------------
Xxxxxx Xxxxx
Chairman
