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Exhibit 10.9
10Rs.
[STAMP GRAPHIC]
/s/ Syntel Software P Ltd.
/s/ X.X. Xxxxxxxxx
X.X. XXXXXXXXX
Stamp Vendor
5, Arundale Street
Mylapore, Madras 600 004,
Licence: C4/2345/32
RENTAL AGREEMENT
THIS AGREEMENT made this the 24th day of FEBRUARY 1997 BETWEEN
[The Landlords] herein after referred to as the Landlord which
expression shall unless it be repugnant to the context or the meaning thereof
include his/her heirs, executors, administrators and assigns of the ONE PART:
M/S SYNTEL SOFTWARE PVT. LTD., a company registered under the provision
of the Companies Act, and having its Registered Office at Unit No. 69,
S..D.F. III, SEEPZ, Andheri (East), Mumbai - 400 096 hereinafter called the
Tenant which expression shall unless it be repugnant to the context or meaning
thereof include its successors and assigns OF THE OTHER PART:
WHEREAS the Landlord is the owner of the property namely Office
Premises having [an area of 32813.83 square feet in the building situated at]
Xx.00, Xxxxx Xxxx, (Xxxx Xxxxx) Xxxxxx 000 000, and more fully described in the
Schedule hereunder, hereinafter referred to as "the demised premises":
AND whereas the Landlord had agreed to grant a Tenancy and the Tenant
agreed to take the demised premises for a period of 6 years (extendable by a
further term of three years) subject to the
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terms and conditions set out hereinafter and the tenancy shall be
calculated to the English Calendar month.
NOW THIS DEED WITHESSETH
1. The Landlord hereby grants unto the Tenant a tenancy in respect
of [32813.83 square feet in] the building situated at
Xx.00, Xxxx Xxxxx, (Xxxxx Xxxx) Xxxxxx 000000 more fully described in
the Schedule hereto
2. The Tenancy shall be for a period of 6 years commencing from 01 May
1997
a. The Tenancy agrees to pay the MONTHLY RENT as follows-
i. At the rate of Rs [18.00] per square feet per month amounting to Rs
[5,90,648.94] per month commencing from 1st of May 1997 for the first
term of three years upto 30th April 2000.
ii. At the rate of Rs [21.60] per square feet month amounting to Rs
[7,08,778.68] per month commencing from 1st May 2000 for the second
term of three year upto 30th April 2003.
b. If the Tenant desires to continue the tenancy for a third term of 3
years then in that event, the Landlord and the Tenant shall agree upon
on the same terms and conditions and the rent to be mutually agreed,
based on prevailing market rates at the time.
3. a. The premises shall be handed over to the Tenant on or before
01 Mar 1997. to enable the tenants to commence their Interior
Decoration Work.
b. Certain modifications in the toilets including the provision of
one additional toilet shall be carried out immediately by the
Landlords with the materials required being supplied by/ cost
borne by the client and the cost of labour for the execution
being borne by the landlords as per design submitted by the
tenants Architects.
4. The monthly rents as aforesaid shall be payable on or before the 7th
day of each succeeding month to Xx Xxxxxxx Xxxxx.
5. The Tenant has paid to the Landlord the sum of Rs [47,25,191.10] as
interest free deposit representing EIGHT months rent by means of
Cheque No [ ] dated [2-24-97] drawn on [ ] check which is
refundable by the Landlord upon the Tenant vacating and handing over
possession of the demised premises on termination of this agreement.
6. The Tenant agrees to pay the charges for electricity actually consumed
by the Tenant on the demised premises as shall be registered in the
meter in respect of the demises premises and in the event of the Tenant
consuming over and above the limit fixed by the Tamil Nadu Electricity
Board, the Tenant shall be liable to pay the extra Security Deposit and
other charges to TNEB Madras. The Landlord shall at his/her expense
arrange to install 500 KVA. Power as agreed to and for that purpose the
Tenant shall pay to the Landlord the necessary additional Security
Deposit if any, as demanded by TNEB and such amount shall be treated as
additional interest free advance and refunded by the Landlord to the
Tenant upon the Tenant vacating the premises. The Tenant shall pay the
Water Charges as may be charged by the local authorities in respect of
water consumed by the Tenant in the demised premises. The electricity
consumption for the common area, pump and lift shall be borne by the
tenant, he being the sole occupant of the entire premises.
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7. The Landlords /agree to make clear an area of about 500 sq. ft adjacent
to the property and such space shall be used by the Tenant for the
purposes of installing their generator and/or any parking purposes.
8. The Tenant convenants with the Landlord as follows:
a. The premises shall be used for Non Residential purposes only.
b. The Tenant shall be entitled to put up and/or fix their own
partitions, false ceilings, fittings, including air conditioners,
name board, etc., in the demised premises and on the outside walls,
but shall not make any structural alterations without the written
consent of the Landlord. The Tenants are allowed/permitted to install
all computers, Communications equipment, UPS, Electrical panels and
all equipment necessary for their business. Air-conditioning and for
that purpose ducting and alteration of the windows as may be required
shall be done at the cost of the Tenant. Air Conditioner, condensers
and name boards will be fixed on the outer walls and/or on the ledges
as structurally thought fit. It is further agreed that the landlord
shall not be liable for any damages caused by fire or other accidents
to the air conditioning system and wooden partition or other
properties belonging to the tenatn kept in the demised premises.
9. The Landlord shall be responsible for the maintenance of the common
facilities including Lifts, Motors Pumps, Water supply. Comprehensive
Annual Maintenance contracts shall be periodically renewed by the
Landlord, and the tenants informed of the details. The Landlord shall
keep the premises insured against Fire and floods etc. at all times. If
the Tenants incur any expenditure in respect of these items the same may
be deducted from the rent payable to the Landlord upon production of
legitimate bills and vouchers.
10. The Landlord shall provide a dependable Security from a reputed Agency
round the clock to oversee the security of the building in general and
the common facilities. The Tenants shall have their own Internal
security in addition. The Landlords security shall have restricted
entry inside the premises.
11. The Landlord does convenant with the Tenant as follows:
a. The Landlord shall permit the Tenant to peacefully and quietly hold
and enjoy the scheduled premises without eviction or interruption or
disturbance by the Landlord or any person lawfully or otherwise
claiming by or through or under them during the currency of the lease
period.
b. The Landlord shall regularly and periodically pay or cause to be paid
all rents, rates and taxes in respect of the said property on the
basis of assessments made by the local authorities and other
outgoings of every description that may during the continuance of the
said term be or has become payable in respect of or charged upon the
scheduled premises, whether the same shall be imposed or assessed by
the Government, local authorities or otherwise. The Landlord further
states that he/she has no Income Tax arrears and there are no Revenue
recovery proceedings pending against them. In the event of any loss
or damage arising to the Tenant by the non-payment of any of
these dues the Landlord shall at all times keep the Tenant,
fully indemnified from all such loss or damage.
c. The Landlord shall keep, during the said term, at his own expenses
painted outer walls of the demised premises once in three years.
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d. The Landlord shall not during the tenure of thus agreement, do or
cause to be done anything which may inconvenience employees, cause
disruption of works, force tenants to vacate any part or portion of
the premises, or shift their equipments, adversely affecting the
Tenant's running business or causing losses of any kind whatsoever.
12. In the event of any unforeseen/natural/irresistible force by which the
said premises becomes unfit for occupation/use, the rent or rents
reserved for a proportion thereof according to the nature and extent of
the damages sustained shall be suspended until the scheduled premises
shall again be rendered fit for occupation and use.
13. The Tenant shall have the further option of terminating the tenancy
hereby granted at any time during the tenancy thereof on giving the
Landlord three months previous notice in writing. The Landlord shall be
entitled to terminate this Agreement only in the event the Tenant fails
to pay the rent hereby reserved or part thereof for a period of three
months and is given atleast one months written notice for termination of
the agreement and vacation of the premises.
14. Tenant shall not sub-let or assign the tenancy in favor of and other
person except their associate/successor/sister/assignee company, without
the written consent of the Landlord.
15. The Tenant agrees not to carry on any activity which are against
Law/Government and which are opposed to public policy.
16. The Tenant shall maintain the entire interior building at their own
cost. The Landlords shall have a right to inspect the premises upon
giving proper Notice of their intention to do so in writing to the
Tenant.
17. The tenants shall be entitled to the use the entire premises with all
facilities, amenities, use of the entire compound for the purpose of
parking of vehicles belonging to them, their employees and visitors.
The Landlord shall ensure all the time that the compound is free from
any nuisance or encroachment and that its access remains clean and
unhindered.
18. It is further agreed by and between the parties that as and when
required by the tenant to execute and complete all such documents
including execution of a proper lease deed and having the same
registered and do all such acts, things and deeds, as would be necessary
for giving effect to this agreement. All costs for such registration
including stamp duties will be borne by the tenant.
19. It is specifically agreed by the Landlords that the open terrace space
at the top of the premises shall be used by the Tenant with or without
any modification. It is also agreed that the same may be used for
Installation of any Communication equipment, sign Boards, generators,
Storage Batteries and Air Conditioners and the like and for this
purpose. The Landlord shall have right of access to the Terrace for
their maintenance staff and such authorized persons with prior
intimation given to the tenant, without causing any inconvenience to the
tenant or his staff.
20. It is clearly agreed by the Landlords that given the nature and type of
Lease, it is necessary and mandatory for all Owners/Landlords of the
building to act in unison and no disputes shall arise amidst the various
owners of the building. It is also clearly agreed to by the Landlords
that in the event of any of them failing to comply with or act
detrimental to the interests of the other owners/Landlords/Tenants, then
the matter shall be settled as per terms and conditions of this
agreement. It is also clearly understood that at the end fo 6 years and
at the time of renewal of the Lease if so desired by the Tenants, should
there be any dispute in fixing the market price, what is
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the prevailing market price for rental will be a matter that will be
decided by Arbitration the sole arbitrator of the dispute being a person
of repute to be nominated by the tenant. The parties shall fall in line
with any decisiion given by the arbitrator in this regard.
21. It is agreed that the Tenant shall pay to G R Maintenance Services the
authorized maintenance contractor of the Landlords/owner cumulatively a
sum of Rs.6500/-per month for the first year towards maintenance charges
for the Lift, Pump, plumbing, security etc. A sum of Rs 12,000/- shall
be paid from the 2nd year onwards.
22. The Landlord declares that he/she is the lawful owner of the scheduled
premises and have an unfettered right to grant tenancy of the same, and
no other person has any right, lien title or interest in the said
Premises. Should the Tenant suffer any loss monetary or otherwise, then
the Landlord undertakes to indemnify the Tenant from any loss suffered
by them in this regard.
23. The landlord shall obtain and confirm the receipt of a Completion
certificate from the Local Building Authorities, MMDA, Corporation of
Madras etc. The landlord confirms that the same will be made
available, when provided by the authorities, once the construction
of another building now in progress at the site, and forming part
of the same approval by MMDA is completed.
SCHEDULE
All that Office building of an plinth area of 1389.25 square feet in
the BASEMENT FLOOR in the multistoried building bearing Door Xx. 00, Xxxxx
Xxxx, Xxxxxx 000 000, together with reserved for car parking with the compound
of the complex, and situate within the Registration District of Madras Central
and Registration Sub District of Thousand light.
IN WITNESS WHEREOF THE Landlord and THE Tenant have sets his/her/their
hands and signatures on the day month and year first above written.
WITNESSES [LANDLORDS]
1. /S/ /s/ N. Xxxxxx Xxxx
2. /S/ /s/ S.V. Xxxxxxx Xxxx
/s/ X.X. Xxxxxx
1. /S/ /s/ M. Anitha
2. /S/ /s/ Xxxxxxx Xxxxx
/s/ S.V. Sevagun Chetti
/s/ S.RMS. Xxxxxxxxx Xxxxxxxx
/s/ X.X. Xxxxxxxxxxxxxx Chettiar
/s/ M. Geetha
/s/ X.X. Xxxxxxxxx
/s/ N. Mahesh
/s/ S. Meenakshi
/s/ X.X. Xxxxxxxxx
/s/ X. Xxxxxxxxxx
/s/ Mohamed Rasied
/s/ V.S. Xxxxxxx
/s/ Xxxxxxxxxxxxx Xxxxxxxxxx
TENANT
/s/Syntel Software Pvt. Ltd.
Managing Director
