Exhibit 10.2
LEASE DEED
THIS LEASE DEED ('LEASE DEED') is made at Gurgaon on this 10(th) day of March
2005.
BETWEEN
M/S DLF CYBER CITY, a partnership firm duly registered under the Indian
Xxxxxxxxxxx Xxx, 0000 having its xxxxxx xx 0-X, Xxxxxxxxxxx Xxxxxxxxx, Xxx
Xxxxx-000000 (hereinafter referred to as "THE LESSOR" which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to mean and
include the said M/s DLF Cyber City and all the partners for the time being
constituting the Firm and their respective legal representatives,
administrators, heirs, executors, successors and assigns) acting through its
signatory, Mr A.S.Xxxxxxx vide authorization dated 18.5.2004 of the FIRST PART
AND
M/S. WNS Global Services (P) Ltd a company incorporated under the Companies Act,
1956 and presently having its registered office in India at Xxxx 0, Xxxxxx &
Xxxxx Xxxxxxx, Xxxxxxxxxxxxx, Vikhroli (W), Mumbai 400 079 (hereinafter referred
to as "THE LESSEE" which expression shall, unless it be repugnant to the context
or meaning thereof, be deemed to mean and include its successors and assigns)
through its signatory Mr. Xxxx Xxxxxx vide Board resolution dated 7(th) February
2005 of the OTHER PART.
(Both THE LESSOR and THE LESSEE are collectively referred to as "THE PARTIES")
A. WHEREAS M/s DLF Universal Limited and M/s. DLF Housing and Construction
Limited, companies incorporated under the Companies Act, 1956, having their
registered offices at 3(rd) floor, Shopping Mall, Arjun Marg, Phase-I, DLF
City, Gurgaon, Haryana owned an undivided plot of land (as shown in plan
attached) in Phase-III, DLF City, Tehsil and District Gurgaon, more fully
described in ANNEXURE-III(hereinafter referred to as the "SAID PLOT")
reserved and approved for office use pursuant to the layout plan approved
by Director, Town and Country Planning, Government of Haryana, Chandigarh
under the Haryana Development and Regulation of Xxxxx Xxxxx Xxx, 0000;
B. AND WHEREAS DLF Universal Limited then was in the process of constructing
multi-storied buildings on the said Plot and on January 7, 2004, M/s. DLF
Universal
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Limited and M/s. DLF Housing & Construction Limited brought the undivided
ownership of the said plot along with constructions made thereon in the
common stock of the partnership firm, namely, M/s. DLF Cyber City on
January 7, 2004, vide a Memorandum of Partnership executed on January 27,
2004;
C. AND WHEREAS the said Plot along with constructions made thereon ceased to
be the property of M/s. DLF Universal Limited and M/s. DLF Housing and
Construction Limited and became the absolute property of the partnership
firm 'DLF Cyber City' on the date of January 7, 2004;
D. AND WHEREAS THE LESSOR is constructing multi-storeyed buildings comprising
of three towers namely A, B & C with basements named as
"Infinity Towers" (hereinafter referred to as the "SAID BUILDING")
prescribed use whereof is offices with basements for parking and services
in accordance with the building plans as approved by the Director Town &
Country Planning Department, Government of Haryana, Chandigarh;
E. AND WHEREAS THE LESSOR is seized and possessed of the said Plot and the
building constructed thereon and is competent to lease office spaces in
the said Building on the said Plot.
F. AND WHEREAS based on the above representations made by THE LESSOR and after
due inspection and verification of the said Plot, approved building plans,
ownership record of the said Plot and other documents relating to the
title, competency and all other relevant details THE LESSEE is satisfied in
all respects with regard to the right, title and authority of THE LESSOR to
enter into this Lease Deed.
G. AND WHEREAS THE LESSEE has approached THE LESSOR to take on lease and THE
LESSOR has agreed to give on lease, office space in the said Building as
per detailed terms stipulated in this Lease Deed and ANNEXURES I TO X
annexed hereto.
H. AND WHEREAS both the Parties have agreed to enter into this Lease Deed on
the terms and conditions stipulated in this Lease Deed and ANNEXURES I TO X
annexed hereto:
NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. THE LESSOR hereby leases out to THE LESSEE and THE LESSEE takes on lease
from the Lease Commencement Date (as specified in ANNEXURE-II), office
space admeasuring an aggregate super built up area of 8453.641 sq. mtrs
((90,995 sq.ft.) in the said Building as more detailed in ANNEXURE-II
(hereinafter referred to as the "DEMISED PREMISES"), the area calculations
for which are defined in ANNEXURE-IV to this Lease Deed, and obtains the
right to use only the common areas in the said Building/said Plot to be
used by THE LESSEE together with other occupants in the said Building and
the right to park in terms of this Lease Deed, cars in the car parking
spaces earmarked in the basement(s)/surface by THE LESSOR and the right to
use only, along with other occupants in the said Building, areas in the
basement reserved for common services and common circulation.
2. The rent as specified in this Lease Deed shall commence from the Date of
Rent Commencement as specified in ANNEXURE-II.
The car parking space charges, maintenance and other charges as specified
in this Lease Deed shall commence from the Date of Possession which date
shall hereinafter be alternatively referred to as the 'DATE OF LEASE
COMMENCEMENT' as specified in ANNEXURE-II.
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The detailed calculations of rent, car parking space charges & security
deposits payable by THE LESSEE during the period of lease are given in
Annexure -- V to this Lease Deed separately, which forms part and parcel of
this Lease Deed.
3. During Lock-in-period as given in Annexure -- II (the "Lock-in-period"),
starting from the Date of Lease Commencement, THE LESSEE shall not be
entitled to terminate the Lease Deed during this period. THE LESSEE can
terminate the Lease Deed, without cause, at any time after the expiry of
the Lock-in-period of lease by giving notice in writing or payment of rent
and other dues in lieu of the notice to THE LESSOR as per the notice period
mentioned in Annexure -- II. In the event of THE LESSEE terminating the
Lease Deed before the expiry of Lock-in-period, THE LESSOR shall also be
entitled to payment of rent, car parking space charges and maintenance
charges, taxes, etc., if any, for the entire unexpired period of the
Lock-in-period, from THE LESSEE. THE LESSOR's sole right of terminating
this Lease Deed shall be as contained in Annexure -- I -- Clause 39.
4. THE LESSOR shall charge and THE LESSEE shall pay an initial rent of
Rs. 30/- (Rupees Thirty only) per sq.ft. per month as more detailed in
Annexure -- II on the super built-up area of the Demised Premises to be
paid fully without any and all deductions whatsoever except deduction of
income-tax at source, if applicable.
5. In addition to the rent payable for the Demised Premises as stipulated in
this Lease Deed, THE LESSEE shall also be liable to bear and pay on its
sole account the entire part of any and all levies, duties, taxes on
property, charges, rates, cesses, fees, wealth-tax, etc. imposed/demanded
by the Central or the State Government/any local body/all other
authorities and all increases and/or fresh impositions thereof as
applicable and attributable to the said Plot/said Building/Demised
Premises on and from the Date of Possession. THE LESSEE shall also be
liable to fulfill any and all procedural requirements as may be
prescribed by the Central or the State Government/any local body/all other
authorities in connection with the subject matter hereof.
6. In the event any such fresh imposition and/or increase as stated above in
Clause 5 hereof is levied retrospectively, the liability of THE LESSEE
shall relate only to the period on and from the Date of Possession and the
same shall not be deductible/adjustable from the rent and other sums due
and payable by THE LESSEE to THE LESSOR in terms of this Lease Deed. All
such fresh impositions and/or increases as above stated shall be paid by
THE LESSEE to THE LESSOR within fifteen (15) days of written demand by THE
LESSOR to THE LESSEE, giving details thereof duly supported with copies of
the relevant documents, if any, from the Central or State Government/local
body/any and all authorities, as the case may be. In the event any all
such levies, duties, taxes on property, charges, rates, cesses, fees,
wealth-tax, etc., referred to above and/or such fresh imposition and/or
increase is payable by THE LESSEE to the Central or State Government/local
body/any and all authorities as the case may be, THE LESSEE shall pay the
same immediately upon the same becoming due. Any default made by it in such
payment shall be entirely at its own risk and penalties thereby accruing
will be entirely borne and paid by it.
7. At present various services, facilities within the said Plot/said
Building/Demised Premises and civic amenities in the DLF City where the
Demised Premises/said Building are located are being maintained by DLF
Services Limited ("DSL"), the nominee of THE LESSOR. Maintenance services
are as set out in Annexure -- VI to this Lease Deed, charges of which are
payable to DSL or any other nominees/assigns of THE LESSOR as per bills
raised by them calculated at 1.2 times the actual expenditure. Additional
charges towards service tax(es) as applicable, shall also be payable by THE
LESSEE.
However, the maintenance charges are charged for normal office operations
i.e. from 8.00 A.M. to 8.00 P.M. (Monday to Friday) and from 8.00 A.M. to
2.00 P.M. on Saturdays. For working beyond normal office hours, additional
charges will be based
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on cost plus 20% and in case there are other offices operational during
that time, the cost for the same will be shared proportionately. The
maintenance charges shall be subject to deduction of income-tax at source
as applicable.
Notwithstanding anything contained in the Lease Deed/Annexures to the Lease
Deed, the maintenance charges for the initial twelve (12) months shall be
capped @Rs.21 per sq.ft. per month on the super built-up area for 24*6
operations and Rs.23 per sq.ft. per month on the super built-up area for
24*7 operations. These estimated maintenance charges are charges as on
1st Jan 2005 and will change subject to variation in the cost of any of the
components of the maintenance charges i.e. electricity rates, petroleum
products, taxes, wages and salaries at any point of time.
The Service Tax as applicable shall be additional.
8. THE LESSEE agrees that, in consideration of THE LESSOR granting lease and
THE LESSEE in consideration of taking on lease the Demised Premises and
due performance of all its obligations stipulated in this Lease Deed, THE
LESSEE shall pay and always maintain with THE LESSOR during the entire term
of this Lease Deed, an interest free refundable deposit ("Interest Free
Refundable Security Deposit") for an amount as mentioned in Annexure -- II.
9. THE LESSEE has paid an amount as mentioned in Annexure II, the receipt of
which is hereby acknowledged by THE LESSOR as the portion of the Interest
Free Refundable Security Deposit paid at the time of signing of the
Memorandum of Understanding. The balance sum as mentioned in Annexure -- II
being the balance of the Interest Free Refundable Security Deposit shall be
paid by THE LESSEE on Lease Commencement Date.
10. Upon increase in rent as mentioned in Annexure -- II, the aforesaid
Interest Free Refundable Security Deposit shall automatically stand
increased proportionately as mentioned in Annexure -- II. The increased
amount of Interest Free Refundable Security Deposit shall be paid by THE
LESSEE along with the rent due for the month succeeding the month in which
the term of the Lease Deed is renewed.
11. The entire amount paid by THE LESSEE as Interest Free Refundable Security
Deposit during the lease period shall be kept by THE LESSOR which shall be
refunded by THE LESSOR to THE LESSEE without any interest upon THE LESSEE
surrendering peaceful, vacant and physical possession of the Demised
Premises in bare shell condition on expiry or earlier termination of this
Lease Deed, if any and subject to adjustment of arrears of rent and any
other sum, if any, due and payable under this Lease Deed as renewed from
time to time.
12. On Lease Commencement Date THE LESSEE agrees to pay to THE LESSOR an amount
as mentioned in Annexure -- II as Interest Free Refundable Maintenance
Security Deposit which shall be refunded to THE LESSEE upon surrendering
peaceful, vacant and physical possession of the Demised Premises in bare
shell condition and after adjustment of any amount due from THE LESSEE on
account of maintenance and other charges under this Lease Deed and of any
amount due from THE LESSEE to THE LESSOR and any adjustments, deductions or
reimbursement for any damages suffered by THE LESSOR on account of any
default or breach of any obligation by THE LESSEE under this Lease Deed.
13. THE LESSEE agrees, in consideration of THE LESSOR granting right to use car
parking spaces as mentioned in Annexure -- II earmarked in the
basement(s)/surface (plan attached as Annexure -- VII to this Lease Deed)
to perform all its obligations under this Lease Deed pertaining to use of
car parking spaces.
14. THE LESSEE shall not have the right to terminate this Lease Deed hereby
granted and vacate the Demised Premises until the expiry of the Lock-in-
period as mentioned in Annexure -- II starting from the Date of Lease
Commencement. Thereafter, THE
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LESSEE shall have an option to renew the Lease Deed for such terms as
mentioned in Annexure -- II by giving six (6) months' advance notice in
writing prior to the expiry of the first term of the Lease Deed and upon
exercise of renewal option, THE LESSOR shall execute and cause the renewed
Lease Deed to be registered, at the cost of THE LESSEE, and the renewed
Lease Deed shall be on the same lines hereof except only that the rent (and
correspondingly, the security deposits and car parking charges, if any)
shall be enhanced as mentioned in Annexure -- II. THE LESSEE agrees that in
case THE LESSEE terminates the Lease Deed prior to the expiry of Lock-in-
period as mentioned in Annexure -- II to this Lease Deed, then THE LESSEE
shall be liable and hereby authorises THE LESSOR to deduct from the
deposits lying with THE LESSOR, the entire rent and other sums due and
payable under this Lease Deed for the unexpired period of the Lock-in-
period and other sums due and payable under this Lease Deed on that date.
Further, THE LESSEE undertakes to pay the balance, if any, remaining after
such adjustment on or before the expiry of notice of termination.
15. After the said Lock-in-period, THE LESSEE may terminate the lease by
giving six (6) months' prior notice in writing to THE LESSOR or by payment
of proportionate equivalent rent and all other charges/sums stipulated
under this Lease Deed in lieu of the notice. Upon the expiry of six (6)
months from the date of notice, as aforesaid, the lease shall stand
terminated subject to THE LESSEE paying THE LESSOR till the date of
vacation of the Demised Premises, the entire rent, car parking charges,
maintenance charges, other charges, taxes, etc. as set out in this Lease
Deed and handing over vacant, peaceful physical possession of the Demised
Premises.
That upon the expiry of initial lease period as mentioned in Annexure -- II
or upon expiry or earlier termination during the renewed period as
stipulated above, this Lease Deed will expire and come to an end subject to
THE LESSEE paying to THE LESSOR till the date of vacation of the Demised
Premises, the entire rent, car parking space charges, maintenance charges,
other charges, taxes, etc. as set out in this Lease Deed and handing over
vacant, peaceful physical possession of the Demised Premises. If THE
LESSEE fails to pay as aforesaid or hand over peaceful and vacant physical
possession of the Demised Premises on the date of expiry of the last
day of lease, THE LESSEE agrees to pay to THE LESSOR damages calculated @
Rs. 2,72,985/- (Rupees Two Lacs Seventy Two Thousand Nine Hundred Eighty
Five only) per day for occupation of the Demised Premises by THE LESSEE
and in such an event THE LESSEE hereby authorises THE LESSOR to withhold
without any interest the refund of all the refundable security deposits
lying with THE LESSOR. THE LESSEE further agrees and authorises THE LESSOR,
in the event of such occupation of the Demised Premises exceeding a period
of three (3) months beyond the expiry or last day of earlier termination of
the lease, to forfeit all the refundable security deposits lying with THE
LESSOR and in addition to continue to be liable and pay damages calculated
@ Rs. 2,72,985/- (Rupees Two Lacs Seventy Two Thousand Nine Hundred Eighty
Five only) per day for the number of days of such occupation beyond the
expiry or earlier termination of the Lease Deed.
16. Simultaneous to THE LESSEE paying all its dues under this Lease Deed and
delivering peaceful, vacant and physical possession of the Demised
Premises on or before the last day of the validity of the Lease Deed, THE
LESSOR shall refund all refundable security deposits without any interest
under this Lease Deed deposited by THE LESSEE after adjustment of
outstanding dues, if any.
In case of delay by THE LESSOR in refunding the refundable security
deposits, THE LESSOR shall pay interest to THE LESSEE at the rate of 15%
p.a. for the period of delay.
17. All costs, charges, expenses including penalties, payable on or in respect
of execution and registration of this Lease Deed and on all other
instruments and deeds to be executed pursuant to this Lease Deed, shall be
borne and paid solely by THE
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LESSEE who shall be responsible for compliance of the provisions of Indian
Stamp Act, 1899.
18. The Lease Deed alongwith the Annexures annexed hereto constitutes the
entire agreement between the Parties and revokes and supersedes all
previous discussions, correspondence and deeds between the Parties, if any
concerning the matters covered herein whether written, oral or implied.
This Lease Deed shall not be changed or modified except by written
amendment duly agreed by the Parties.
19. The original Lease Deed duly executed and registered in terms of this Lease
Deed shall be retained by THE LESSOR and copy of the same certified to be a
true copy will be provided to THE LESSEE by THE LESSOR. The original Lease
Deed shall be produced by THE LESSOR as and when required by THE LESSEE.
20. Failure of either Party to enforce at any time or for any period of time
the provisions hereof shall not be construed to be waiver of any provisions
or of the right thereafter to enforce each and every provision hereof.
21. THE LESSOR shall not be held responsible for any consequences or
liabilities under this Lease Deed if it is prevented in performing its
obligations under the terms of this Lease Deed by reason of laws or
regulations, action by any local body or authority, local or otherwise,
riots, insurrection, war, terrorist action, acts of God and unforeseen
circumstances beyond its control.
22. The Civil Courts at Gurgaon and Punjab and Haryana High Court at
Chandigarh, alone shall have jurisdiction in all matters arising out of and
touching and/or concerning this transaction.
23. That this Lease Deed and the rights and obligations of the Parties under or
arising out of this Lease Deed shall be construed and enforced in
accordance with the laws of India.
The terms and conditions agreed between THE LESSOR and THE LESSEE containing
interalia a) covenants and conditions to be observed and performed by THE
LESSEE, and b) covenants and conditions to be observed and performed by THE
LESSOR are as per Annexures I to X of this Lease Deed. These Annexures I to X
shall form an integral part of this Lease Deed and shall be binding on THE
LESSOR and THE LESSEE.
IN WITNESS WHEREOF THE LESSOR M/s DLF Cyber City through its Authorised
Signatory Shri A.S.Xxxxxxx authorised to execute lease deeds etc. This Deed will
be presented for registration before the Registering Authority and got
registered by Shri Xxxxxx Xxxxx S/o Shri Xxxxxxx Xxxxx X/x X-00, Xxxxxx Xxxxxxx,
Xxx Xxxxx, Xxx Xxxxx 000000, who has been authorised vide resolution dated
15-10-2001 of the company to appear before the registering authority and present
for registration, acknowledge and get registered any deed or documents executed
by Shri A.S.Xxxxxxx on behalf of THE LESSOR.
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IN WITNESS WHEREOF the Parties hereto have set their hands and seal to these
presents on the day, month and year first and above mentioned.
SIGNED AND DELIVERED on behalf of the above named DLF Cyber City acting through
Mr. A.S.Xxxxxxx, Authorised Signatory:
in the presence of:
FOR AND ON BEHALF OF
WITNESSES : DLF CYBER CITY
1
/s/ A.S.Xxxxxxx
(A.S.XXXXXXX)
AUTHORISED SIGNATORY
2
SIGNED AND DELIVERED on behalf of the above named M/s. WNS Global Services (P)
Ltd by its Authorised Signatory, Mr. Xxxx Xxxxxx:
In presence of
WITNESSES
FOR AND ON BEHALF OF
1 WNS Global Services (P) Ltd
/s/ Xxxx Xxxxxx
(XXXX XXXXXX)
2 AUTHORISED SIGNATORY
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ANNEXURES
I - Detailed Terms and Conditions between THE LESSOR and THE LESSEE
II - Commercial Terms and Conditions
III - Description of the Xxxx
XX - Xxxxx xxxx xxxxxxxxxxxx
X - Xxxxxxxxx of rent, Interest Free Refundable Security Deposit, Interest
Free Refundable Maintenance Security Deposit, payable by THE LESSEE to
THE LESSOR during the lease period.
VI - Maintenance charges.
VII - Car parking spaces earmarked for use by THE LESSEE
VIII - Specifications
IX - Condition of the Demised Premises at the time of handover for occupation
X - THE LESSEE's responsibility during interior fitouts work,
additions/modifications/alterations of interior works and during the
Lease Tenure/Lease Renewal
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ANNEXURE-I
TERMS AND CONDITIONS FORMING AN INTEGRAL PART OF THE LEASE DEED DATED BETWEEN
DLF CYBER CITY AND WNS GLOBAL SERVICES (P) LTD, WHILE NOT DEROGATING FROM THE
MUTUAL PROMISES SET OUT THEREIN:
COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE LESSEE:
1. To pay THE LESSOR or its nominees/permitted assigns, by cheque/bank
draft/transfer payable at New Delhi the rent and all other sums payable
under this Lease Deed on the 1st day of each calendar month (due date) but
not later than the 7th day, in advance for the month in respect of which
such sums are payable.
2. To be liable to pay interest @ 15% per annum on all amounts due and payable
by THE LESSEE under this Lease Deed for the period of delay beyond the due
date. This is in addition to the rights of THE LESSOR under PARAGRAPH 39 OF
this ANNEXURE-I given hereunder.
3. To pay all the amounts agreed to be paid in Clauses 4, 5 and 6 of the Lease
Deed, provided, however, that the liability of THE LESSEE for such payments
shall be calculated proportionately to the super built-up area of the
Demised Premises and provided further that such liability shall commence
from the date such revision/imposition/increase is effective from the Date
of Possession or any subsequent date.
4. To pay THE LESSOR or its nominees or assigns including DSL, the actual
charges incurred by THE LESSOR for consumption of electricity and power in
the Demised Premises and to pay by the due date the bills for consumption
of power and electricity. In case of meters provided separately, THE LESSEE
shall pay by due date the meter hire and also the bills for consumption of
power and electricity in the Demised Premises as recorded in the meters or
as demanded by THE LESSOR or its nominees or assigns including DSL. In case
of there being common meter(s) for recording the consumption by THE LESSEE
jointly with the other tenants or occupants of the said Building, THE
LESSEE shall pay the proportionate cost of power and electricity charges
calculated on the super built-up area of the Demised Premises. THE LESSOR
shall, as and when required provide THE LESSEE with the facility and use of
their stand by generators as and by way of back up for their internal power
and electricity requirements at 1.2 times of expenditure incurred by THE
LESSOR. Provided, however, that THE LESSEE shall plan and distribute its
electrical loads in conformity with the electrical systems installed by THE
LESSOR and get these works executed after due approval in writing from THE
LESSOR. Provided further that, should modifications, additions, alterations
be required in the fire-fighting, electrical and other systems already
installed, THE LESSOR shall, if feasible make such changes and be entitled
to recover from THE LESSEE, all additional cost incurred on this account at
1.2 times of actuals.
5. To carry out day-to-day maintenance of the Demises Premises and the
fixtures and fittings installed therein and the normal maintenance, minor
repairs, including painting and distempering and polishing the interior of
the Demised Premises at its own cost.
6. To pay every month in advance, along with the aforesaid rent proportionate
charges for the operation/maintenance/service charges (more specifically
detailed in ANNEXURE-VI) in respect of the central
air-conditioning/heating plant, the cost of running, maintenance and
servicing of the service/utility lifts, generators, the cost of cleaning
the said Plot and said Building, maintenance of lawn/grounds, cost of
security services, electricity charges, water charges and such other
necessary/ancillary expenses of and incidental to the preservation and
maintenance of the said Building and the said Plot in which the Demised
Premises is located and for the adequate provision of common services and
facilities at 1.2 times of actual expenditure pro rata to the super
built-up area of the Demised Premises.
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7. To permit THE LESSOR and its agents at all reasonable hours, but after
prior notice in writing to that effect, to enter into the Demised Premises
for the purpose of inspection or for any other purposes connected with the
Lease Deed.
8. To hand over the Demised Premises together with THE LESSOR's fixtures and
fittings therein, in good order and condition (reasonable wear and tear
excepted) on the expiry/earlier termination of the Lease.
9. Not to do or permit to be done any act or thing which may render void or
voidable any insurance relating to or in respect of a part or the whole of
the said Plot, the said Building or the Demised Premises, or cause any
increase in premium payable in respect thereof.
10. To use the Demised Premises for office purposes only and not to carry on or
permit to be carried on in the Demised Premises or in any part thereof any
activities which shall be or are likely to be unlawful, obnoxious or of
nuisance, annoyance or disturbance to other tenants/occupants of the said
Building wherein the Demised Premises are situated or store any goods of
hazardous or combustible nature or which are heavy so as to affect the
construction or the structure of the said Building or any part thereof or
in any manner interfere for common use. The usage of the Demised Premises
for office use shall be unrestricted and uninterrupted and shall be made
available at all times of day and night to THE LESSEE, its employees,
servants, representatives, customers, visitors and invitees.
11. Subject to all local laws applicable, THE LESSOR shall, through its
architect identify the location(s) and provide space for internal signage
at the atrium/floor occupied by THE LESSEE, as approved by the architect
and THE LESSEE will be allowed to put signage on such location.
Further, LESSOR shall through its architect identify the location for the
LESSEE to put up its signage at LESSEE's cost on the external facade of the
building as and when requested by LESSEE at an annual charge as mentioned
in ANNEXURE II, payable in advance, subject to availability at the time of
exercising this option.
All taxes, duties, rates, cesses, costs and charges relating to the
internal/external signage payable to the authorities concerned shall be
borne and paid by THE LESSEE.
12. The Demised Premises shall be used by THE LESSEE only and THE LESSEE
undertakes that it shall not assign, transfer, mortgage, sublet or underlet
or grant leave & license or transfer or part with or share possession in
any manner whatsoever, of any portion of the Demised Premises.
In the event, THE LESSEE merges/amalgamates/consolidates or transfer its
assets with/to any entity on account of any
merger/amalgamation/consolidation, then a fresh Lease Deed shall be
executed between THE LESSOR and the new entity and all costs, charges,
expenses including penalties, payable on or in respect of execution and
registration of the fresh Lease Deed and on all other instruments and deeds
to be executed pursuant to the fresh Lease Deed, shall be borne and paid
solely by new entity/transferee who shall be responsible for compliance of
the provisions of Indian Stamp Act, 1899.
However, THE LESSEE shall have the option to sub-let any portion of the
Demised Premises to any of its subsidiaries/group companies, without any
approval from THE LESSOR but with prior written intimation. Further, THE
LESSEE shall have the option to sub-let any portion of the Demised Premises
to any third party after obtaining the prior written approval of THE LESSOR
which approval will not be unreasonably withheld and will be given in 5
business days from the date of receipt of the request.
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However, at all times, including when the Demised Premises are sublet by
THE LESSEE in accordance with the abovestated, THE LESSEE alone shall be
responsible for enforcement/compliance of the terms and conditions of this
Lease Deed.
13. THE LESSEE shall not make any structural additions or alterations in the
Demised Premises without prior consent of THE LESSOR in writing.
14. Upon its taking possession of the Demised Premises from THE LESSOR, THE
LESSEE is satisfied that the construction work as also various
installations like electrification work, sanitary fittings, water, sewerage
connections, fire fighting equipment and detection systems etc. are in good
working condition and all shortcomings/complaints and defects, if any, have
been removed and rectified before its taking possession from THE LESSOR and
that it shall not require THE LESSOR to perform any work whatsoever in the
Demised Premises (except structural repairs if any) and there shall be no
obligation whatsoever on the part of THE LESSOR to repair, renovate,
improvise or to do anything concerning the Demised Premises, the said
Building and the said Plot in any manner whatsoever.
15. THE LESSOR has provided the fire fighting and fire detection system in
accordance with the Amendment no. 3 to the National Building Code of 1983
(SP7):1983 Part IV on each floor, common areas and basements of the
building.
When the Demised Premises are handed over to THE LESSEE for interior
fit-out work or when THE LESSEE carries any additional interior
works/modifications/alterations during the Lease period, THE LESSEE agrees
that it shall carry out such work, without altering/tampering with the fire
fighting systems as installed therein. However, any
modifications/additions/alternations to the existing fire fighting system
shall be made by THE LESSEE with the prior written approval of THE LESSOR
and by providing alternative and standby fire fighting system.
Any lapse/violation/negligence on the part of THE LESSEE or its
contractors/agents during any such interior works or
additions/modifications/alterations resulting in any kind of hazard or fire
in the Demised Premises/Building, loss of life/property including third
party, damage to the Demised Premises/building structure etc. and all
financial and legal consequences arising therefrom shall be the sole
responsibility of THE LESSEE and shall not impose any legal and financial
liability on THE LESSOR.
THE LESSEE'S responsibility during interior fitouts work,
additions/modifications/alterations of interior works and during the Lease
Tenure/Lease Renewal is more specifically detailed in Annexure X hereto.
COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE LESSOR:
16. During the term of the Lease Deed, THE LESSOR shall at its own cost, design
and install a continuous and proper air conditioning/heating system and
shall maintain the same in good order and condition and shall operate and
run the same to ensure air conditioning/heating facilities to the Demised
Premises throughout the year and shall be entitled to recover from THE
LESSEE, charges on the basis stipulated in this Lease Deed. Provided,
however, that should THE LESSEE require any changes, additions,
alterations, in the system, due to its interior layouts, THE LESSOR shall,
if possible, make such changes and be entitled to recover from THE LESSEE,
all additional costs incurred on this account at 1.2 times of actuals.
17. Except in the event of a mechanical defect and/or electrical failure, THE
LESSOR shall provide air conditioning/heating facilities to the Demised
Premises during the normal office hours i.e. from 8 a.m. to 8 p.m. on all
week days except Saturdays, Sundays and Public Holidays. On Xxxxxxxxx, xxx
air conditioning will be provided
11
from 8 a.m. to 2 p.m. only. Provided, however, that on receiving twenty
four (24) hours' notice, in writing, should THE LESSEE so require, THE
LESSOR, if possible and permissible, may at the exclusive cost of THE
LESSEE, provide air-conditioning facilities, on the second half of Saturday
and also Sundays and/or Public Holidays, calculated at 1.2 times the actual
cost incurred on this account, to the Demised Premises beyond the timings
fixed, as aforesaid for the provision of such facilities.
However, for the initial 12 months, THE LESSOR shall provide
air-conditioning/heating facilities to the Demised Premises for 24X6
operations on all days except Sundays and Public Holidays.
18. Except to the extent of a mechanical defect and/or electrical failure, THE
LESSOR shall maintain the lifts in the said Building serving the Demised
Premises and operate and run the same during the normal office hours as
specified above, on all week days except on Saturdays, Sundays and Public
Holidays. On Xxxxxxxxx, xxx lifts shall operate for first half of the day
only. These timings shall, however, be subject to such restrictions as may
be imposed by any competent authority in this behalf. One of the lifts in
the said Building shall, however, operate even after normal office hours as
well as on second half of Saturdays and also on Sundays and/or Public
Holidays.
Provided, however, THE LESSEE may by giving twenty four (24) hours' notice
in writing, should THE LESSEE so require, THE LESSOR may provide lift
facilities to THE LESSEE calculated at 1.2 times the actual cost incurred
on this account, beyond the timings fixed as aforesaid for the provision of
such lift facility to the Demised Premises, on the second half of Saturdays
and also on Sundays and Public Holidays.
However, for the initial 12 months, THE LESSOR shall maintain the lifts in
the said Building serving the Demised Premises and operate and run the same
for 24X6 operations on all days except Sundays and Public Holidays.
19. To carry out its own cost, all major and structural repairs to the Demised
Premises and also to the said Building.
20. To supply and maintain regular supply of electricity and water to the
Demised Premises.
21. To keep the Demised Premises in wind and water tight condition.
22. To permit to carry out at the cost of THE LESSEE, but without in any way
damaging the main structure of the Demised Premises or the said Building,
erection of internal partitions and other internal alterations and
additions which are not visible from outside, as may be necessary for the
business of THE LESSEE provided THE LESSEE shall give prior written
intimation of thirty (30) days to THE LESSOR in writing before commencing
such alteration(s) or addition(s), provided, further that if any such
additions or alterations, require the prior approval or permission of any
Municipality or any other local body or authority, local or otherwise, or
are governed by any rules or regulations. THE LESSEE shall not carry out
such additions or alterations or erections without obtaining the prior
permission or approval aforesaid and complying with such rules and
regulations of such Municipal or local body or Government Authority.
Provided further, that THE LESSEE shall upon vacating the Demised Premises
remove such fittings and restore the Demised Premises to THE LESSOR in its
original condition excepting reasonable wear and tear.
23. To allow during the term of the Lease Deed, peaceful and uninterrupted
enjoyment of the Demised Premises, subject to THE LESSEE performing all its
obligations under this Lease Deed.
12
COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED BY THE PARTIES:
24. The super built-up area calculations are as provided in ANNEXURE-IV
hereto. All payments by THE LESSEE towards rent, interest free security
deposit, interest free maintenance security deposit, maintenance and other
charges etc. shall be determined and payable by THE LESSEE in terms of the
final super built-up area to be determined on the Date of Possession by THE
LESSOR.
25. In the event any local body/authority takes over the maintenance of such
services and facilities/amenities and the payment for such services and
facilities/amenities of DLF City (more particularly set out in ANNEXURE-
VI) to the local body/authority is to be made by THE LESSOR, then THE
LESSEE agrees to reimburse all such costs and charges as may be levied in
respect of the Demised Premises to THE LESSOR as may be demanded by THE
LESSOR.
26. THE LESSOR has provided electrical wiring only up to the main distribution
board on each floor in the said Building and shall not provide any electric
wiring, fixtures, fans, electric and water meters etc., inside the office
spaces which shall be installed by THE LESSEE at its own cost. Similarly
air conditioning is provided by THE LESSOR up to air handling unit on each
floor of the said Building. The internal distribution system of air
conditioning in the Demised Premises shall be the sole responsibility of
THE LESSEE.
27. THE LESSEE agrees to pay deposit for bulk supply of electricity as
mentioned in ANNEXURE-II, if provided, as and when demanded by DSL/THE
LESSOR or its nominees/assigns. THE LESSEE agrees to reimburse to THE
LESSOR/DSL or any other nominees or assigns, costs, charges, deposits, etc.
as may be demanded by Dakshin Haryana Bijli Vitran Xxxxx Limited from time
to time and paid by THE LESSOR/DSL or its nominee/assign for arranging bulk
electricity supply to the said Plot/said Building/Demised Premises and such
reimbursement is to be payable to THE LESSOR on the basis of proportionate
electricity load provided to the Demised Premises and proportionate load
attributable to THE LESSEE in respect of common areas of the said Plot/said
Building. Out of the above sums, any deposit to be refunded by Dakshin
Haryana Bijli Vitran Xxxxx Limited shall, be refunded by THE LESSOR to THE
LESSEE upon the expiry and/or earlier termination of this Lease Deed and on
handing over the peaceful physical and vacant possession of the Demised
Premises by THE LESSEE.
28. The fire fighting and fire detection system which is provided by THE LESSOR
in accordance with Amendment no.3 to the National Building Code of 1983
(SP7):1983 Part IV is limited to installation of sprinklers and fire
detection system in the basement(s) and common areas of the said Building
such as lobbies, staircases corridors, etc. and service shaft for fire
fighting and sprinkler services on each floor. If, however, due to any
subsequent legislation, Government orders, directives or guidelines or due
to any change in the National Building Code, additional fire safety
measures are undertaken, then THE LESSEE agrees to pay on demand additional
expenditure incurred thereon for installing additional fire safety measures
as determined by THE LESSOR which shall be final and binding on THE LESSEE.
THE LESSEE agrees that it shall at its own cost and responsibility install
fire fighting equipment and systems within the Demised Premises which shall
be in compliance with the fire fighting regulations and safety systems as
prevalent and approved by the Competent Authorities. However, it is made
clear that any lapse on the part of THE LESSEE in installing safe and
adequate fire fighting systems within the Demised Premises or any fire,
electrical or otherwise, or any kind of hazard originating from the Demised
Premises shall not impose any legal and financial liability on THE LESSOR
and THE LESSEE agrees to keep THE LESSOR indemnified and harmless in this
regard. Similarly THE LESSEE shall ensure that the internal
air-conditioning electrical systems and any other work done internally
within the Demised Premises shall not pose any fire, electrical,
structural, pollution and health hazards. THE
13
LESSEE shall be solely responsible for all legal and financial consequences
arising therefrom and THE LESSEE agrees to keep THE LESSOR indemnified and
harmless in this regard in all respects.
29. If THE LESSEE requires any extra fire fighting systems to be installed in
the Demised Premises, including but not limited to extending fire fighting
system in the Demised Premises, then the same shall be installed by THE
LESSOR at 1.2 times of the actual costs to be payable by THE LESSEE to THE
LESSOR.
30. In the event THE LESSOR suggests additional fire safety measures, though
not statutorily required, for installation by THE LESSEE within the Demised
Premises and THE LESSEE fails to implement THE LESSOR's suggestion either
fully or in part, then THE LESSEE alone shall be liable and responsible for
all consequences arising from such inaction/decision on its part.
31. It is abundantly made clear to THE LESSEE that the cost incurred by THE
LESSEE, during the lease period, to install fire fighting and fire
detection systems within the Demised Premises, shall be to its account
solely and shall be not borne or refunded by THE LESSOR or deducted from
the rent payable to THE LESSOR under any circumstances whatsoever.
32. The specifications and information as to the materials used in construction
of the Demised Premises are set out in Annexure -- VII and any change in
the specifications as set out in Annexure -- VIII, if desired by THE
LESSEE, shall be implemented by THE LESSOR at 1.2 times the actual cost
which shall be paid by THE LESSEE to THE LESSOR.
33. THE LESSOR has provided to THE LESSEE car parking spaces in the
basement/surface as earmarked in Annexure -- VII subject to payment of rent
and maintenance charges as per details mentioned in Annexure -- II. In the
event additional car parking spaces are required by THE LESSEE, THE LESSEE
shall pay to THE LESSOR additional car parking space charges as may be
mutually agreed between the Parties hereto for every additional car
parking space provided by THE LESSOR, if available, on the same terms and
conditions applicable to rent including rate of escalation, interest free
refundable security deposit, maintenance charges stipulated in this Lease
Deed.
In the event of THE LESSOR providing electro mechanical system for car
parking spaces, the car parking spaces as earmarked in Annexure -- VII may
be re-allocated, provided, however, the number of car parking spaces shall
remain the same in terms of this Lease Deed.
34. The use of car parking spaces in the basement(s) in the said Building
shall be allowed to THE LESSEE only from 8 a.m. to 8 p.m. from Monday to
Friday and from 8 a.m. to 2 p.m. on Saturday except Sundays and Public
Holidays. The above timings shall, however, be subject to such restrictions
as may be imposed by any statutory authority or for security reason. THE
LESSEE shall use the parking spaces only for the purposes of parking its
cars and for no other use. THE LESSEE undertakes that it shall not make any
constructions on the car parking spaces or create obstruction of any kind
on it or around these spaces to hinder the movement of vehicles and
persons. Further, without prior permission in writing of THE LESSOR
overnight parking of vehicles shall not be permitted for security
reasons. Any usage of car parking spaces from 8 p.m. to 8 a.m. on weekdays
and after 2 p.m. on Saturdays and any usage thereof on Sundays and Public
Holidays would entail additional charges as determined by THE LESSOR.
However, for the initial 12 months, the use of car parking spaces in the
basement(s) in the said Building shall be allowed to THE LESSEE for 24X6
operations on all days except Sundays and Public Holidays.
14
35. During the term of the Lease Deed, THE LESSOR shall obtain fire and special
peril insurance coverage of the entire said Building, including third-party
liability and shall make timely payment of all insurance premiums. For
record purposes, THE LESSOR shall give THE LESSEE, copies of the insurance
policy and the receipts of the premiums paid.
36. During the term of the Lease Deed, THE LESSEE shall obtain comprehensive
insurance coverage, including third-party coverage, of all interior works,
renovations, furniture, equipment and/or other items kept or stored in the
Demised Premises. THE LESSOR shall in no way be responsible for any loss
occasioned by THE LESSEE on account of not obtaining comprehensive
insurance coverage of all renovations, furniture, equipment and/or other
items kept or stored in the Demised Premises. For record purposes, THE
LESSEE shall give THE LESSOR, copies of the insurance policy and the
receipts of the premiums paid.
37. However, it is made clear that in the event of an accident or fire
resulting in damages to either party or to third parties, both Parties
agree to take up the matter with their respective insurance companies
through the insurance cover including third-party liability.
38. That if at any time during the occupation by THE LESSEE of the Demised
Premises, the lifts or the air conditioning system fails to function or
fails to maintain the required temperature levels, THE LESSEE will be
entitled to call upon and require THE LESSOR to remedy and rectify the
system within a reasonable time. Provided, however, that THE LESSOR will
ensure that there will not be total absence of lifts and air-conditioning
for more than one day at a time.
39. That if any amount payable by THE LESSEE to THE LESSOR by way of rent or
otherwise under this Lease Deed shall be in arrears and unpaid for a period
of thirty (30) days after the same has become due, or if THE LESSEE shall
omit to perform, observe any covenant or condition to be observed and
performed on the part of THE LESSEE and shall continue to do so or fails to
remedy the breach within thirty (30) days after written notice is received
in respect thereof by THE LESSEE, or THE LESSEE is adjudicated as insolvent
THE LESSOR may forthwith re-enter upon the Demised Premises or upon any
part thereof and this Lease Deed shall thereupon stand determined but
without prejudice to any claim which THE LESSOR may have against THE LESSEE
in respect of any breach, non-performance or non-observance of the
covenants or conditions herein contained. It is further agreed by THE
LESSEE that THE LESSOR shall be entitled to adjust all sums due to THE
LESSOR including rent, car parking space charges and maintenance charges
for the unexpired period of lease, taxes, interests, damages, etc., against
all deposits made by THE LESSEE with THE LESSOR under this Lease Deed. In
the event the aggregate of arrears of rent, any other sum due and payable
and the above mentioned costs exceed the amount deposited as security
deposit with THE LESSOR and maintenance security deposit, then THE LESSEE
shall pay to THE LESSOR such amounts due to THE LESSOR, over and above such
sums deposited by THE LESSEE with THE LESSOR.
40. That if the Demised Premises or any part thereof be destroyed or damaged by
fire (not caused by any willful act or negligence of THE LESSEE),
earthquake, tempest, flood, lighting, violence of any army or mob or
enemies of the country or by any other irresistible force so as to render
the Demised Premises unfit for the purpose for which the same was let, THE
LESSEE may temporarily vacate the whole or such portion of the Demised
Premises as may be required to enable THE LESSOR to carry out repairs in
order to restore the Demised Premises as it was then existing at the time
of THE LESSEE entering into the Demised Premises (reasonable wear and tear
excepted) and in such event, the payment of rent, other charges and
maintenance/service charges till the affected area of the Demised Premises
or portion thereof are repaired and restored to the state as specified
above shall be subject to zero rent and zero maintenance charges to the
extent of area affected and vacated at THE LESSOR's instance.
15
41. THE LESSEE undertakes that during the term of this Lease Deed or any
extension thereof, it shall maintain its corporate existence and shall not
dissolve or liquidate or enter into an agreement with any party, including
but not restricted to a compromise with its creditor(s) such that its
corporate existence is or may be questioned, in which event, this Lease
Deed shall automatically terminate.
42. THE LESSEE agrees and consents that it would have no objection to THE
LESSOR raising finance by way of mortgage/charge of the Demised Premises
subject to, however, that the creation of such mortgage/charge of the
Demised Premises shall not affect the rights of THE LESSEE to use the
Demised Premises during the lease period.
43. THE LESSEE agrees and consents that it would have no objection for transfer
either by way of sale, mortgage or in any other manner howsoever, of the
Demised Premises and/or the said Building, provided, the rights of THE
LESSEE in the Demised Premises remain unaffected vis-a-vis the transferee.
44. THE LESSEE agrees and commits that THE LESSOR shall have sole and absolute
right to make additions, raise storeys or put up additional structures as
may be permitted by competent authorities and such additional structures
and stories shall be the sole property of THE LESSOR, which it will be
entitled to dispose of in any way it chooses without any interference on
the part of THE LESSEE by itself or with one or more of the rest of
occupants of the said Building. Further all the terraces of the said
Building including the parapet walls of the terraces shall always be the
property of THE LESSOR and THE LESSOR shall be entitled to use the same
for any purpose as it may deem fit.
45. That if during the term of the Lease Deed, the Demised Premises or any
part thereof be lawfully acquired or requisitioned by the Government or any
local body or authority, local or otherwise, THE LESSOR alone shall be
entitled to any and all compensation payable and THE LESSEE shall not raise
any claim in respect thereof.
46. That if any provision of this Lease Deed shall be determined to be void or
unenforceable under applicable law such provisions shall be deemed amended
or deleted to the extent necessary to conform to applicable law and the
remaining provisions of this Lease Deed shall remain valid and enforceable.
47. That THE LESSEE and THE LESSOR shall abide by the laws of the land and any
and all local enactments in respect of this Lease Deed of the Demised
Premises. THE LESSOR may, with the prior notice in writing to THE LESSEE,
inspect the Demised Premises from time to time at frequencies considered
necessary by THE LESSOR and should there be any contravention, THE LESSEE
will ensure compliance with the requirements as per applicable laws. Any
penalties levied by the Government, State, Municipal Body, etc. as a result
of non-complianoe by either Party will be borne by the defaulting party in
respect of the Demised Premises.
48. That any notice, letter or communication to be made, served or communicated
unto THE LESSOR under these presents shall be in writing and shall be
deemed to be duly made, served or communicated only if the notice or letter
or communication is addressed to THE LESSOR at the address shown above or
such other addresses as may be intimated in writing by THE LESSOR in this
behalf and sent by registered post/fax or delivered personally with
acknowledgement. Similarly any notice, letter or communication to THE
LESSEE shall be deemed to be made, served or communicated only if the same
in writing is addressed to the above mentioned address of THE LESSEE or to
the address of the Demised Premises after THE LESSEE has shifted to the
same, by registered post/fax or delivered personally with acknowledgement.
16
This Annexure forms an integral part of the Lease Deed.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
DLF CYBER CITY WNS GLOBAL SERVICES (P) LTD
/s/ A.S.Xxxxxxx /s/ Amit Bhata
(A.S.XXXXXXX) (AMIT BHATA)
AUTHORISED SIGNATORY AUTHORISED SIGNATORY
17
ANNEXURE II
COMMERCIAL TERMS AND CONDITIONS FORMING INTEGRAL PART OF LEASE DEED DATED
___________ BETWEEN DLF CYBER CITY AND WNS GLOBAL SERVICES (P) LTD
S.N Item Description Cross Reference
(For convenience
only)
Reference
Clause of
a) Building DLF Infinity Towers
b) Floor (s) and tower 6th Floor, Tower A & 6th Floor, 1 of Lease Deed
Tower B, DLF Infinity Towers, Xxxxxx 00,
Xxxxx -- XX, XXX Xxxx, Xxxxxxx -- 122 002.
c) Aggregate super built 8453,641 Xx.Xxx.
up area under this
Lease Deed
1 of Lease Deed
90,995 Sq.ft.
(Ninety Thousand Nine Hundred 1 of Lease Deed
Ninety Five Square ft.)
d) Number of car parks 90 (Ninety) car park spaces (earmarked in 13 of Lease Deed & 33
the basements/surface) will be provided of Annexure -- I
free of parking space charges but on
payment of maintenance charges. Any
additional car parking spaces will be on
payment of Rs 2500/- per car park per
month along with payment of maintenance
charges
e) Date of Possession for For Interior works: Infinity Tower 'A' 2 of Lease Deed
Interior Works Wet Works -- Immediate
Wood Works -- 1st April 2005
For Interior works: Infinity Tower 'B'
Wet Works -- 1st March 2005
Wood Works -- 1st May 2005
f) Date of Lease 6th Floor, Tower A -- 1st May, 2005 2 of Lease Deed
Commencement 6th Floor Tower B -- 1st June, 2005
g) Date of Rent 6th Floor, Tower A -- 1st Aug, 2005 2 of Lease Deed
Commencement 6th Floor Tower B -- 1st Nov, 2005
h) Initial lease period Fifty Four (54) Months 15 of Lease Deed
from the Date of Lease
Commencement
i) Option to renew Lease One term of Fifty Four (54) months 14 of Lease Deed
Deed for further
period(s)
j) Rent Payable on super Rs 30 (Rupees Thirty) Per Sq.Ft. Per Month 4 of Lease Deed
built-up area for in bare shell condition
initial lease period
k) Increase in rent for The increase in rent shall be subject to
subsequent period(s) fair market valuation after the first
of Lease Fifty Four (54)
18
months and the parties may mutually agree 10 & 14 of Lease Deed
upon the increase in rent, subject to a
maximum of 15% percent over the last rent
paid
l) Car parking space NIL
charges
33 of Annex -- I
m) Bulk Electricity Rs. 16,50,000 (Rupees Sixteen Lac Fifty
Supply Deposit (For Thousand only) 27 of Annex -- I
550 KVA of power load
@ Rs 3000 per KVA of
power load)
n) Interest Free Rs 81,89,550 (Rupees Eighty One Lac Eighty 8, 9, 10 & 14 of Lease
Refundable Security Nine Thousand Five Hundred Fifty Only) Deed
Deposit always For the initial period of lease. For
equivalent to rent of subsequent period(s) of lease, the amount
Three (03) months at shall stand increased by such percent as
any given point of mentioned in Clause (k) above.
lease
- Paid at the time of Rs 54,59,700 (Rupees Fifty Four Lac Fifty
signing of MOU dated Nine Thousand Seven Hundred Only)
7th February 2005 by equivalent to 2 months Rent)
and between the Parties
- Payable on the Lease Rs 27,29,850 (Rupees Twenty Seven Lacs
Commencement Date Twenty Nine Thousand Eight Hundred Fifty
Only)
o) Interest Free Rs 57,32,685/- (Rupees Fifty Seven Lacs 12 of Lease Deed
Refundable Maintenance Thierty Two Thousand Six Hundred Eighty
Security Deposit @ Rs. Five Only))
63 Per Sq.Ft. (Payable
on the Lease
Commencement Date)
p) Lock- in- period from Thirty Six (36) (Months)
the Date of Lease 3 & 14 of Lease Deed
Commencement
q) Notice period for Six (6) (Months) 3 of Lease Deed
termination of Lease 11 of Annexure 1
Deed
r) Charges for External Rs 7,50,000/- (Rupees Seven Lacs Fifty
Signage Thousand Only) per annum to be paid in
advance
This Annexure forms an integral part of the Lease Deed.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
DLF CYBER CITY WNS GLOBAL SERVICES (P) LTD
/s/ A.S.Xxxxxxx /s/ Xxxx Xxxxxx
(A.S.XXXXXXX) (XXXX XXXXXX)
AUTHORISED SIGNATORY AUTHORISED SIGNATORY
19
ANNEXURE III
(TENTATIVE SIXTH FLOOR PLAN
BLOCK A & B, INFINITY TOWER)
20
ANNEXURE-IV(a)
TENTATIVE SUPER BUILT UP AREA CALCULATIONS
BLOCK 'A', INFINITY TOWERS
--------------------------------------------------------------------------------------------
FLOOR/ OFFICE AREA TERRACE AREA SUPER AREA TOTAL SUPER
OFFICE NO. BUILT UP AREA
-----------------------------------------------------------------------------
(SQM) (SFT) (SQM) (SFT) (SQM) (SFT) (SQM) (SFT)
--------------------------------------------------------------------------------------------
SIXTH/6F 2840.896 30579 65.340 703 3551.120 38224 3583.790 38576
--------------------------------------------------------------------------------------------
TOTAL 2840.896 30579 65.340 703 3551.120 38224 3583.790 38576
--------------------------------------------------------------------------------------------
Aforesaid areas are tentative and subject to change, the final areas shall be
confirmed by the DLF on the date of possession upon completion of construction
of the said building after accounting for changes during construction, if any.
The Super built up area shall be the sum of Office area of the said premises and
its prorata share of Common areas in the entire said building i.e., Infinity
Towers.
Whereas the Office area of the said premises shall mean the entire area
enclosed by its periphery walls including area under walls, wall cladding,
columns AHU and electrical rooms, half the area of walls common with other
premises etc. which form integral part of said premises and Common area shall
mean all such parts/areas in the said building which WNS Global
Services/Occupants of the said premises shall use by sharing with other
Allottees/Occupants in the said building including entrance canopy and lobby,
stilt area, atrium, corridors and passages, common toilets, area of cooling
towers, security/fire control room(s), lift shafts, all electrical shafts, D.G.
shafts, A C shafts pressurisation shafts, plumbing and fire shafts on all floors
and rooms, staircases, mumties, refuge areas, lift machine rooms, water tanks,
electric sub station and transformers. In addition entire services area in
basement including but not limited to D.G. set rooms, AC plant room underground
water and other storage tanks, pump rooms, maintenance and service rooms, fan
rooms and circulation areas etc. shall be counted towards common area.
Super built up area of offices provided with attached useable open terrace(s)
shall also include half the area of such terrace(s).
21
ANNEXURE-(IV)b
TENTATIVE SUPER BUILT UP AREA CALCULATIONS
BLOCK 'B', INFINITY TOWERS
-------------------------------------------------------------------------------------
FLOOR/ TOTAL SUPER
OFFICE NO. OFFICE AREA TERRACE AREA SUPER AREA BUILT UP AREA
----------------------------------------------------------------------
(SQM) (SFT) (SQM) (SFT) (SQM) (SFT) (SQM) (SFT)
-------------------------------------------------------------------------------------
SIXTH/6F 3895.838 41935 - - 3583.790 52419 3583.790 52419
-------------------------------------------------------------------------------------
TOTAL 3895.838 41935 - - 3583.790 52419 3583.790 52419
-------------------------------------------------------------------------------------
Aforesaid areas are tentative and subject to change, the final areas shall be
confirmed by the DLF on the date of possession upon completion of construction
of the said building after accounting for changes during construction, if any.
The Super built up area shall be the sum of Office area of the said premises and
its prorata share of Common areas in the entire said building i.e., Infinity
Towers.
Whereas the Office area of the said premises shall mean the entire area enclosed
by its periphery walls including area under walls, wall cladding, columns AHU
and electrical rooms, half the area of walls common with other premises etc.
which form integral part of said premises and Common area shall mean all such
parts/areas in the said building which WNS Global Services/Occupants of the said
premises shall use by sharing with other Allottees/Occupants in the said
building including entrance canopy and lobby, stilt area, atrium, corridors and
passages, common toilets, area of cooling towers, security/fire control room(s),
lift shafts, all electrical shafts, D.G. shafts, AC shafts, pressurisation
shafts, plumbing and fire shafts on all floors and rooms, staircases, mumties,
refuge areas, lift machine rooms, water tanks, electric sub station and
transformers. In addition entire services area in basement including but not
limited to D.G. set rooms, AC plant room underground water and other storage
tanks, pump rooms, maintenance and service rooms, fan rooms and circulation
areas etc. shall be counted towards common area.
Super built up area of offices provided with attached useable open terrace(s)
shall also include half the area of such terrace(s).
22
ANNEXURE V(A)
STATEMENT OF RENT, INTEREST FREE SECURITY, INTEREST FREE MAINTENANCE SECURITY
PAYABLE BY M/S WNS GLOBAL SERVICES (P) LTD TO M/S CYBER CITY LTD
DURING THE PERIOD OF LEASE
FOR SIXTH FLOOR, TOWER A, INFINITY TOWERS
------------------------------------------------------------------------------------------------------------------------------------
PERIOD RENT PAYABLE PER *INTEREST FREE Estimated INTEREST FREE Free
MONTH Maintenance
(In Months) FOR AN AREA 38,576 SECURITY (IFS) Charges per MAINTENANCE Car
SQ. FT. (in Rs.) (IN Rs.) month (Rs.) SECURITY (IFMS) Parking
EQUIVALENT TO (estimated to be @ Rs63 per sq. ft. Space
3 MONTHS @21/- per sq. ft. (equivalent to
PREVAILING per month 3 months maintenance
RENT presently) charges which are
------------------------------------------------------------ presently estimated
BEGINNING ENDING Rentals (Rs.) Total Rental to be Rs21/- per
FROM ON per sq. ft. of For 38,576 sq. ft. per month
the Super sq. ft. (Rs.) for 24 X 6
Built Up Operations)
Area
------------------------------------------------------------------------------------------------------------------------------------
1st May 2005 31st 30 1157280 3471840 810096 2430288 38
October
2009
------------------------------------------------------------------------------------------------------------------------------------
1st November 30th April 34.5 1330872 3992616 810096 2430288 38
2009 2014
------------------------------------------------------------------------------------------------------------------------------------
Note: 1. Assuming escalation after 4.5 years of lease is to the maximum of 15%.
The rentals and interest free security increases proportionately.
2. The maintenance charges are at 1.2 times of the actuals presently capped to
be Rs.21.00 for 24*6 Operations.
3. Any additional car parking space @2500/-per month per car park besides 38
free car parking space. Subject to availability of space.
4. The first term of lease will be expiring on 31st October, 2009. First
Renewal will be for a 54 months starting from 1st November, 2009.
5. Payment of Rent shall begin from 1st August 2005.
23
ANNEXURE V(B)
STATEMENT OF RENT, INTEREST FREE SECURITY, INTEREST FREE MAINTENANCE SECURITY
PAYABLE BY M/S WNS GLOBAL SERVICES (P) LTD TO M/S CYBER CITY LTD
DURING THE PERIOD OF LEASE
FOR SIXTH FLOOR, TOWER B, INFINITY TOWERS
------------------------------------------------------------------------------------------------------------------------------------
PERIOD RENT PAYABLE PER *INTEREST FREE Estimated INTEREST FREE Free
MONTH Maintenance
(In Months) FOR AN AREA 52,419 SECURITY (IFS) Charges per MAINTENANCE Car
SQ. FT. (in Rs.) (IN Rs.) month (Rs.) SECURITY (IFMS) Parking
EQUIVALENT TO (estimated to be @ Rs63 per sq. ft. Space
3 MONTHS @21/- per sq. ft. (equivalent to
PREVAILING per month 3 months maintenance
RENT presently) charges which are
------------------------------------------------------------ presently estimated
BEGINNING ENDING Rentals (Rs.) Total Rental to be Rs21/- per
FROM ON per sq. ft. of For 52,419 sq. ft. per month
the Super sq. ft. (Rs.) for 24 X 6
Built Up Operations)
Area
------------------------------------------------------------------------------------------------------------------------------------
1st June 2005 31st 30 1572570 4717710 1100799 3302397 52
November
2009
------------------------------------------------------------------------------------------------------------------------------------
1st December 31st May 34.5 1808455.5 5425366.5 1100799 3302397 52
2009 2014
------------------------------------------------------------------------------------------------------------------------------------
Note: 1. Assuming escalation after 4.5 years of lease is to the maximum of 15%.
The rentals and interest free security increases proportionately.
2. The maintenance charges are at 1.2 times of the actuals presently capped to
be Rs.21.00 for 24*6 Operations.
3. Any additional car parking space @2500/-per month per car park besides 38
free car parking space. Subject to availability of space.
4. The first term of lease will be expiring on 30th November, 2009. First
Renewal will be for 54 months starting from 1st December, 2009.
5. Payment of Rent shall begin from 1st November 2005.
24
ANNEXURE -- VI
MONTHLY MAINTENANCE AND SERVICE EXPENDITURE (INDICATIVE)
The expected monthly maintenance and service expenditure shall be 1.20 times the
sum total of the following expenditure calculated on sq.ft. of super built-up
area basis and shall be charged every month. The expenditure shall include but
shall not be limited to the following:
1. Service contract expenditure including taxes & statutory levies as
applicable, charges for operation and maintenance of all electro-mechanical
equipments and all equipment additionally installed by THE
LESSOR/maintenance agency.
2. Cost of water for all purposes.
3. Cost of electricity for central air-conditioning and all services provided
including in the parking, common and external areas.
4. Cost of maintenance of landscaped areas, compound wall, tube well,
electrification sewerage, roads and paths and any other services within the
boundary of the said Plot.
5. Cost of maintenance, cleaning, painting and necessary replacements of a
revenue nature in common areas including cost of maintenance of basements
and common services therein.
6. Cost of security services.
7. Cost of administrative staff, maintenance staff of the said Building and
the manager, directly related to the maintenance of the said Building.
8. Cost of all consumables for all services in common areas.
9. Annual fees of various authorities.
10. Cost of diesel and lubricants for DG sets.
11. Cost of all replacements/refurnishings of parts.
12. Cost of insurance of the said Building and fitouts when fitted out space is
provided.
13. Township maintenance charges till the services of the colony are handed
over to a local body or authority.
14. Depreciation/sinking fund of all electro-mechanical equipments, including
but not limited to chillers, D.G. Sets and lifts.
15. Cost of exclusive services, if any, provided to the occupant.
16. Maintenance Charges for Car Parking Space.
25
ANNEXURE VII
CAR PARKING SPACES EARMARKED FOR USE BY THE LESSEE
Number of car parking spaces earmarked in the basement/surface for use by M/s
WNS Global Services (P) Ltd
90 (NINETY) NUMBERS
26
ANNEXURE VIII
TENTATIVE SPECIFICATIONS FOR COMMERCIAL BUILDINGS AT BLOCK A & X,
XXX XXXXXXXX XXXXXX, XXX XXXX, XXXXXXX
--------------------------------------------------------------------------------
STRUCTURE RCC framed structure
--------------------------------------------------------------------------------
Finishes
--------------------------------------------------------------------------------
External Facade Combination of Clear Float Glass and/or Reflective
floats glass with Granite / Metal Cladding /
Exterior paint / any other.
--------------------------------------------------------------------------------
Atrium, Lift Lobbies Combination of Indian marbles and / or granites.
Floors & Walls.
--------------------------------------------------------------------------------
Main staircase(s) / Fire Terrazzo / Kota Stone / Good concrete.
Escape staircase(s)
--------------------------------------------------------------------------------
Elevators High Speed Passenger Elevators.
Service Elevator
--------------------------------------------------------------------------------
Basement Basement for parking & services.
--------------------------------------------------------------------------------
Amenities Centrally Air Conditioned Building -- Provision for
office area Air Conditioning provided up to AHU on
each floor. The internal distribution system of
Air Conditioning shall be sole responsibility of
the tenant.
--------------------------------------------------------------------------------
Power Back-up 100% power back-up including power back-up for AC
system also.
--------------------------------------------------------------------------------
Fire Fighting Sprinkler and fire detection system will be provided
in the basement area and common area only as per
NBC. For fire fighting & sprinkler services in
Office area, provisions will be made up to service
shaft on each floor.
--------------------------------------------------------------------------------
Wash room Gents / Ladies Toilet on each floor as per statutory
norms, CI/GI piping will be provided, but no CP
fittings, Fixtures Wall / Floor finishes. Door &
shutters will be provided.
--------------------------------------------------------------------------------
Electricity/Telephone Provision on each floor up to the shaft. Connections
have to be arranged by respective owners/users. No
Electric conduits or wiring shall be provided in the
slab.
--------------------------------------------------------------------------------
NOTE:
A. Materials, specially the imported ones, are subject to availability as per
prevalent policies of Govt. of India.
B. Larger floor heights provided are due to architectural reasons. However,
from the view point of air conditioning load, the height of false ceiling
to be done by the Occupants shall not exceed 3 mtrs. from the finished
floor level.
C. The above mentioned specifications are for common area only. The office
area will be in "BARE SHELL" condition only i.e. cement flooring, no
plaster on concrete columns, walls or ceiling except on brick walls
wherever provided. All fittings, A.C. Ducts, Electrical distribution and
Fire Fighting, etc. shall be the sole responsibility of the Occupants.
D. Plumbing provision for extra toilets may be given at one/two different
locations.
E. The above specifications are tentative and are subject to change at the
sole discretion of the Lessor.
27
ANNEXURE IX
CONDITIONS OF THE DEMISED PREMISES ON HANDOVER DATE FOR OCCUPATION AT THE TIME
OF HANDOVER FOR OCCUPATION, THAT IS 1ST MAY 2005 FOR TOWER A & 1ST JUNE 2005 FOR
TOWER B.
Completion status of the building to be achieved at the time of the building
operation date.
1. The Demised Premises shall be operational along with all services such
as Air-conditioning, power back-up, water supply to start operations.
2. Passenger and service lifts to support THE LESSEE's operations.
3. Cables of telephone service provider shall be terminated to the
basement of the said building. Service provider to discuss all other
last mile connectivity issues with THE LESSEE's IT team and THE LESSOR
to provide all possible assistance for the same.
4. AHUs, DGs and chillers shall be operational for servicing the Demised
Premises.
28
ANNEXURE X
THE LESSEE'S RESPONSIBILITY DURING INTERIOR FITOUTS WORK,
ADDITIONS/MODIFICATIONS/ALTERATIONS OF INTERIOR WORKS (REFERRED HEREINAFTER AS
INTERIOR WORKS) AND DURING THE LEASE TENURE/LEASE RENEWAL
THE LESSOR has provided the fire detection systems as elaborated in Part B.
These systems are as per NBC norm.
A. THE LESSEE will be responsible to ensure that:
1. The existing sprinkler system provided is not to be isolated or closed at
any point of time during interior works. For providing sprinklers below
false ceiling a separate network of sprinklers to be installed.
2. THE LESSOR has provided the electrical tap-off in electrical room along
with a submeter installed. THE LESSEE to tap-off electricity through proper
distribution panel/board properly earthed. The distribution of electricity
inside the premises during the interior works shall be the responsibility
of THE LESSEE.
3. While doing any hot works, THE LESSEE is to ensure that adequate standby
firefighting mechanism in place which includes fire extinguishers, sand
buckets, etc.
4. Zonal fire detection panels are provided on all floors. THE LESSEE to
ensure that at any point of time there would be some smoke detectors spread
over the Demised Premises operational and connected to the Zonal panel.
5. THE LESSEE to use fire retardant material in the design of their interior
works.
6. During interior works, THE LESSEE to ensure proper signages and fire escape
routes are prominently displayed inside their premises.
7. THE LESSEE to ensure that the electro-mechanical system installed in the
Demised Premises is properly maintained during their interior works and at
the time of operations. THE LESSEE to also ensure that no fire spreads from
the premises.
8. While designing of interior works, it should be kept in mind that the
access to the fire hydrants is not restricted in any way.
9. Security Guards professionally trained in fire fighting systems to be
deployed on each floor during all shifts round the clock. They should be
capable of handling the fire fighting equipment provided on the floors such
as fire hydrants, etc.
10. The entire building is a no smoking zone. THE LESSEE to ensure that even
during interior works no person smokes inside the building.
11. No items of any nature to be stored in Electrical Control/Panel Room. A
stray electrical spark may result in such items catching fire; moreover,
presence of such items may impede access to Control Panel in times of
emergency.
12. Please refrain from use of cooking gas in your pantries/kitchens.
13. No Parking of CNG/LPG powered cars in basements as the chances of
occurrence of fire/explosion in such vehicles are very high.
14. No storage of any material/records in basement, to enable free movement.
15. THE LESSEE's Security Personnel should not remain inside the offices after
they have been closed for the day. Unauthorised smoking by such staff can
also contribute to major fire. After closing hours, your Security be
stationed outside the office (and
29
not within), and the interiors of the offices can be monitored by them over
closed circuit video cameras.
16. Fire detection, alarm systems and fire fighting systems must not be closed
or isolated during the period when interior works are carried out or during
the lease period or lease renewal period.
B. The following fire-detection and alarm system are provided as per NBC norms
inside the premises:
Fire Detection & Alarm System:
-------------------------------
1. Main control / Alarm panel located in security room connected with the
floor-wise zonal panel located near the staircase.
2. The Smoke / Heat Detectors installed by the floor occupant are
connected to the zonal panels located on the floors.
3. The main panel has inbuilt zone-wise fire detector and automatic alarm
on all floors, through an amplifier.
4. All AHUs and other ventilation / pressurization systems are
operationally hooked-up with fire alarm / detection system.
Fire Fighting System
--------------------
The following fire fighting systems are provided along with:
o Fire Pumps (Hydrants & sprinkler)
o Jockey pumps
o Diesel Driven engine pump
o Fire Hydrants
o Hose reels
o Fire extinguishers in common areas
o Sprinkler systems
o Public address and Alarm System
o Automatic / manual Fire Alarm system
The Fire Hydrant systems comprises of internal fire hydrant system available on
all the floors and the external hydrant system around the building.
Sprinkler system is provided in basement, Lift lobby and service area and office
areas as per NBC norms.
30
