EXHIBIT 10.13
[TWENTY RUPEES STAMP IMAGE]
LEASE DEED
THIS INDENTURE OF LEASE made at Chennai with effect from 6th day of
October 2004 ("Effective date")("LEASE DEED") between:
ARIHANT FOUNDATION AND HOUSING LTD. a company registered under the
Companies Act, 1956 and represented by its Managing Director Xx. Xxxxxxxx
Xxxxxxxx and the Executive Director Xx. Xxxxx Xxxxxxxx (POA holder) being
the sole and exclusive owners of the Premises (as defined hereinbelow)
having its registered office #182/ New 271, Poonamallee High Road, Ankur
Manor, 0xx Xxxxx, Xxx XxXxxxxxx Xxxx, Xxxxxxx, Chennai-600 010 (Tamil
Nadu) (hereinafter referred to as the "LESSOR" which expression shall,
unless it be repugnant to the subject or context thereof, be deemed to
mean and include its successors and permitted assigns) of the First Part;
AND
SYNTEL LIMITED, a company registered under the Companies Act, 1956 having
its Registered Office at Unit #112, SDF IV, SEEPZ, Andheri (E), Mumbai 400
096 (hereinafter referred to as the "LESSEE" which expression shall,
unless it be repugnant to the subject or context thereof, be deemed to
mean and include its affiliates, subsidiaries, parent/ group/ associated
companies and or their respective successors and assigns) of the Second
Part.
(Lessor together with Lessee is referred to as the "PARTIES" and either
party is individually referred to as a "PARTY").
Page 1 of 1
WHEREAS:
I. LESSOR is well and sufficiently entitled to the 2nd, 0xx, 0xx, 0xx,
0xx and 10th floors of the building and its surrounding areas called
.'Arihant e park', a declared IT Park, situated at Xx.000/0, Xxxxxxx
Xxxxxx Xxxx, Xxxxx, Xxxxxxx (hereinafter referred to as "ARIHANT").
Lessor is the builder of Arihant.
II. LESSOR aver that they have a valid and subsisting Joint Development
Agreement dated 04.02.2001 with Xx Xxxxxxxxx, Xx Xxxxxxxxx, Xx
Xxxxxx, Xx Xxxxxxxxxx and Mr Srimukundan (joint owners of the land
on which Arihant is built), for development of the land. As per the
said joint development agreement the Lessor is entitled to hold 55%
of constructed area together with 55% of undivided share of land and
the joint owners are entitled for the remaining 45% of constructed
area together with 45% of undivided share of land. As per the
understanding between the owners and the Lessor dated 12.08.2004 the
Lessor has been allotted the 2nd, 0xx, 0xx, 0xx, 0xx and 10th floors
and the terrace area in Arihant, having total constructed area of
64,000/- sqft.
III. LESSOR has offered and the Lessee has agreed to take the 7th, 8th,
9th and 10th Floors of Arihant on lease admeasuring 10, 800 sq. ft.
each and the terrace area measuring 4700/- sq. ft. thus, the agreed
to leased premises admeasure 4700/- sq. ft.
IV. THIS Lease Deed is for leasing the terrace area of Arihant ("LEASED
PREMISES").
X. XXXXXX has handed over to the Lessee possession of the Leased
Premises.
VI. PARTIES desire to enter into this Lease Deed on the terms and
conditions as given hereunder.
VII. NOW THIS INDENTURE WITNESSETH AND IT'S AGREED BETWEEN THE PARTIES AS
FOLLOWS:
ARTICLE 1
GRANT
In consideration of the Rent to be paid, the Lessor doth hereby demises
unto the Lessee the Leased Premises being all that premises being the
terrace area of Arihant admeasuring 4700/- sq. ft. and as more
particularly referred to in the First Schedule/ Schedule of Property
hereunder written and delineated on the annexed plan and thereon shown
surrounded by coloured boundary line for a term of 5 (five) years
commencing from 6/11/04 ("COMMENCEMENT DATE") and expiring on 06/11/09
("LEASE PERIOD"), in the manner and on the terms and conditions as
contained in these presents.
ARTICLE 2
RENT
Lessor have agreed to give three (3) months of Rent-free fit-out period to
facilitate the Lessee to do the fit-out works in the Leased Premises. Thus
the Rent will be payable from January 06th 2004, by the Lessee to the
Lessor, at the rate of Rs. 12/- (Rupees Twelve Only) per sq ft aggregating
to Rs. 56,400/- (Fifty six thousand four hundred only) per month (the
"RENT"), after deduction of income-tax at source under the provisions of
Income Tax Act, 1961/ deductions as per other applicable statutes. Rent
shall be paid by the Lessee in advance on or before the 10th day of each
month during the Lease Period.
ARTICLE 3
MAINTENANACE CHARGES
Lessee shall also pay a Maintenance charge of upto Rs. 4/- (four) per sq.
ft. per month for maintaining the common areas, electricity for common
area lighting, lifts and common area security etc.
Page 2 of 10
ARTICLE 4
LESSEE' ENTITLEMENTS
In addition to the grant of the Lease of the Leased Premises for the Lease
Period the Lessee shall also be entitled to:
4.1 At their own cost & consequences, at any time and from time to time,
during the subsistence of this Lease be at liberty to carry out, make and
effect upon the Leased Premises and in the common space outside the
Leased Premises such additions, alterations, renovations, or improvements
to the Leased Premises as deemed necessary by the Lessee and incidental to
the purpose for which Lease is granted, and make, fix or install
additional fittings or fixtures as it deems fit in the Leased Premises
from time to time including but not limited to furniture, fixtures,
office/telecommunication equipment and other equipments, appliances,
lights, fans and computers, and other fittings, fixtures, etc. and such
other conveniences as may be reasonably required for the purposes for
which the Lease is granted.
All articles, things installations, fixtures and fittings installed at the
Leased Premises by the Lessee, as aforesaid shall be the absolute
property of the Lessee and the Lessee shall be entitled to dismantle
remove and take away, from time to time, such additions, alterations or
improvements which are of a removable nature at any time on or before the
expiry or earlier termination of the Lease. Lessee shall ensure that the
Leased Premises shall be kept in good condition subject to reasonable wear
and tear attributable to normal use for the purpose for which Lease is
granted;
4.2 Affix its signage boards or logos upon the Building Directory & the
Premises.
4.3 At all times during the Lease Period, to have unhindered/
unrestricted/ unlimited round the clock access to the Leased Premises and
to the amenities/ support services/ full infrastructure and facilities
like security, parking, electricity, water, air conditioning and lifts on
all days (working or non-working) of the week including national holidays.
4.4 To insure its own goods, belongings and properties lying and being in
the Leased Premises at its own cost and expense.
4.5 Lessee shall during the Lease Period enjoy and use the Leased Premises
for its various business purposes, as required from time to time and use
all Amenities, as more particularly described in the Second Schedule and
or the common facilities and benefits as available to the other occupants
of the Building.
4.6 Lessee may renew the Lease Deed, on the same terms and conditions, at
their sole option, for a further period of 4 (four) years (or part
thereof) either before or within 6 (six) months of the expiry of the
Lease. There will be a 15% (fifteen percent) escalation on the last paid
Rent at the expiry of every third year. It is clarified that the first
escalation will be given after the Rent has been paid for 36 (thirty six)
months.
4.7 Lessor has provided certain measurements/ efficiency ratio regarding
the Premises to the Lessee. Lessee will have the right to get the same
measured. In case of any (????)iriation in the actual area/ efficiency
ratio regarding the Leased Premises and the area/ efficiency ratio as
provided by the Lessor, the Lessee will pay the Rent and other outgoings
(if any) as per the actual area/ efficiency ratio of the Leased Premises
as measured by the Lessee. In case of any excess rent and other outgoing
paid by the Lessee, same shall be refunded by the Lessor within seven days
of demand made by the Lessee and or the Lessee may at its discretion also
deduct the same from any amounts/ Rent payable to the Lessor.
4.8 If the Lessor fails to make any payments which it is required to make
under this Lease Deed, including but not limited to maintenance charges,
Health Centre Charges, Common facility charges if any, taxes etc., the
Lessee may make such payments to the appropriate person (legal or
natural)/ authority etc. Such payments by Lessee shall be refunded by the
Lessor within seven days of demand made by the Lessee and or Lessee may at
its discretion also deduct the same from any amounts/ Rent payable to the
Lessor.
Page 3 of 10
ARTICLE 5
LESSEE' REPRESENTATION'S AND WARRANTIES
5.1 Lessee represents and warrants that it is duly constituted under the laws of
this country and is qualified to enter into and execute these presents;
5.2 All action/ approvals necessary or required on the part of the Lessee have
been taken to authorize and empower the Lessee to enter into and perform under
these presents.
ARTICLE 6
LESSEE' COVENANTS
Lessee hereby covenant and undertake that
6.1 Lessee shall ensure that the rights herein granted by the Lessor are so
exercised as not in any way to interfere with, or cause nuisance or adversely
affect the enjoyment and quiet possession of the other occupants in the
Building.
6.2 Lessee shall not keep or store in or upon the Leased Premises or any part
thereof any goods of hazardous, inflammable, combustible or explosive nature or
any other goods not permissible in law;
6.3 Lessee shall permit the Lessor and its duly authorized agents and
representatives to enter upon the Leased Premises during normal office hours
after giving 15 (fifteen) days notice in writing or earlier if so agreed to by
the Lessee in order to view, survey and examine the state and condition of the
Leased Premises or for the purpose of carrying out any repairs as may be
required by the authorities concerned.
ARTICLE 7
LESSOR'S REPRESENTATIONS AND WARRANTIES
The Lessor hereby represents and warrants as follows, that:
7.1 Lessor is absolutely seized and possessed of the sole, exclusive and
sufficient right, title and interest (save as otherwise provided in these
presents) and has clear and marketable title to the Leased Premises and has good
right, full power and absolute authority to grant unto the Lessee the Leased
Premises in the manner herein appearing. If at any time any defect in title is
found then the Lessor shall at its own expenses rectify the title so that there
is no hindrance to the Lessee in enjoyment of the Lease.
7.2 Lessor is duly constituted under the laws of this country. All actions/
approvals necessary or required on the part of the Lessor have been taken to
authorize and empower Lessor to enter into and perform under these presents.
7.3 Lessor will be solely liable to pay the concerned authorities/ persons
(natural or legal), all past/ existing and future payments and or statutory or
other rates, duties, taxes, cesses, fees, charges, levies, assessments and out
goings in respect of the Leased Premises/ the Building and the land on which it
stands, including but not restricted to, land/ property/ building/ corporation/
house tax/ municipal taxes, lease tax, service tax, water/ electricity charges
etc., as applicable and will keep the Lessee fully indemnified against all
these. Lessor has till the date of execution of these presents made full
payments of aforesaid.
7.4 There are no liens/ mortgages etc on the Leased Premises/ the Building/ the
Land.
7.5 Lessor has received no claims, notice, litigation and there is no
prohibitory order of attachment from i) the Government or any other local/ Tamil
Nadu body or authority or under any legislative enactment, Government Ordinance,
Order and/ or Notification including from the department of income tax for taxes
or of any department of government, central and/or state, local body, public
authority for taxes, charges, outgoings, rates, levies, cesses, etc; or ii) any
person (legal or natural) that shall affect the grant of the Lease herein. There
are no claims/ litigations/ notices that the Lessor has received with respect to
the Premises/ Building/ land and which claims/ litigations/ notices the Lessor
has not disclosed in the Recitals hereinabove given.
Page 4 of 10
7.6 Lessor has complied with and agrees to continue to comply with the
applicable laws/ by rules etc. in respect of the Building/ land, Building
construction/ its fit outs/ other usage by the Lessor as written in these
presents or any amendments hereto and the commercial use thereof (including
without limitation applicable Municipal building and Town Planning regulations
and bye-laws):
7.7 Lessor confirms that the Building will be completed by December 2004
7.8 To keep the Building, structure, common facilities and Amenities in good and
tenantable repairs and condition.
ARTICLE 8
LESSOR'S COVENANTS
The Lessor doth hereby covenant that:
8.1 If the Lessee shall pay the Rent the Lessee shall be entitled to hold and
enjoy the Leased Premises as the Lessee thereof without any suit, interruption,
eviction, claim or demand, whatsoever from the Lessor or any person or persons
who may claim through or under it.
8.2 Lessor shall maintain the Leased Premises capable of enjoyment and
occupation by the Lessee and carry out repairs, if required, to the Leased
Premises.
8.3 Lessor shall at all times for and during the subsistence of this Lease, at
its own cost and expense, keep the Leased Premises, insured and the Lessor shall
ensure that the premium in respect of the policy is paid upto-date at all times.
8.4 Lessor may securitize the Rent with a Bank at their sole efforts, costs and
consequences and as per the applicable laws, without in any way affecting the
rights of the Lessee in any way.
ARTICLE 9
COSTS
The stamp duty and registration charges in respect of these presents shall be
paid and borne by the Lessee. Each party shall, bear and pay their respective
Advocates and Solicitors costs and charges.
ARTICLE 10
DETERMINATION OF LEASE BY LESSEE
Lease may determine in any of the following ways:
a) On the expiry of six months pursuant to end of the Lease Period PROVIDED
the Lessee does not excercise its right of renewal of the Lease.
b) Lessee may terminate the Lease:
i. by giving one (1) month's notice to the Lessor anytime during
the Lease Period/ renewed Lease Period.
ii. with immediate effect:
a. if the Lease is frustrated and the Lesee is unable to enjoy
the Lease in the way envisaged by this Lease Deed;
b. in the event of breach by the Lessor of any terms or
conditions of the Lease Deed, if such breach remains uncured
by the Lessor after the time as specified by the Lesee in its
notice;
c. if the title of the Lessor is found to be defective and the
Lessor is unable to rectify the same to the satisfaction of
the Lessee;
d. if a court case is filed/ claim made which in the Lessee's
opinion is adversely prejudicial to its interests.
Page 5 of 10
iii. by 15 (fifteen) days notice in the event the Lessor is unable
to restore the Leased Premises within 30 (thirty) days, as given in
Article 17/ Force Majeure.
ARTICLE 11
DETERMINATION OF LEASE BY LESSOR
Lessor shall have no termination option/ right during the Lease Period/ the
renewed Lease Period, for any reason whatsoever.
ARTICLE 12
FURTHER ASSURANCE
Each party shall from time to time and at all times do all acts, deeds, matters
and things and sign and execute all papers, deeds, documents and writings as may
be reasonably required by the other for more perfectly and effectually carrying
out all or any one or more of the terms and conditions recorded in these
presents.
ARTICLE 13
NOTICE
All notices required to be given under these presents shall be given in writing
and shall be deemed to have been given, if given at the above address/es, i)
When hand delivered during normal business hours of the recipient,
acknowledgment taken; or ii) If transmitted by facsimile during normal business
hours of the recipient; proof of delivery taken. All fax notices shall be
followed by a copy sent by registered mail/ first class courier, return receipt
requested; or iii) If mailed by registered mail/ first class courier, return
receipt requested, within five working days of posting. In case there is any
change in the address of a party, same shall be communicated in writing to the
other party.
ARTICLE 14
FORBEARANCE
No forbearance, indulgence, relaxation or inaction by the parties at any time
to require the performance of any provision of these presents shall in any way
affect, diminish, or prejudice the right of the parties to require the
performance of that or any other provision of these presents.
ARTICLE 15
WAIVER
No waiver or acquiescence of any breach, or any continuing or subsequent breach
of any provision of these presents shall be construed as a waiver or any right
under or arising out of these presents or an acquiescence to or recognition of
any right and / or any position other than that expressly stipulated in these
presents.
ARTICLE 16
PARTIAL INVALIDITY
If at any time any provision of these presents shall become or be held illegal,
invalid or unenforceable in any respect under any law, then the legality,
validity or enforceability of the remaining provisions shall not in any way be
thereby affected or impaired.
ARTICLE 17
FORCE MAJEURE
If at any time during the Lease Period the Leased Premises are destroyed and/or
damaged, either wholly or partially, by an event of force majeure whereby the
Lessee is prevented from using the Leased Premises or any part thereof, the
Lessee shall notify the Lessor of the same. On being so notified the Lessor
shall make an attempt to restore the Leased Premises in as good a condition as
they were on the execution of these presents at its own
Page 6 of 10
costs and expenses, within a period of 30 (thirty) days and the Lease Period
shall be automatically extended by the period of such restoration. During the
period of restoration all the payment viz. Rent/ Maintenance Charges etc for
such part/ full of the Leased Premises shall not be payable by the Lessee.
For the purpose of these presents, "Force Majeure" shall mean act of God, war,
civil disturbances, act of Government, fire (not due to neglect of either
party), floods, earthquake, natural calamity and any event beyond the control of
the parties.
ARTICLE 18
SUB LEASE/ ASSIGNMENT
18.1 This Lease Deed may not be assigned by the Lessor without the prior written
consent of the Lessee except that the Lessor has the right to sell/ assign/
transfer/ gift etc. the Leased Premises subject to the purchaser/ third party
being bound by all the terms and conditions of the Lease Deed/ other necessary
documents signed by the Lessor and the Lessee. Lessor shall not sell/ transfer/
assign/ gift etc the Leased Premises or any parts thereof unless a duly executed
copy of the Lease agreement (being the duplicate of this Lease Deed) is executed
and registered (costs to be borne by the Lessor) by the purchaser/ third party
with the Lessee. AND PROVIDED that such sale/ transfer/ assignment/ gift etc.
shall not i) adversely prejudice The Lessees' right to enjoy the Premises or any
part thereof. And or if The Lessee reasonably believes that such purchaser/
third party would jeopardize The Lessee's interest in the Lease and or such
purchaser/ third party is a competitor of The Lessee; ii) be to any purchaser/
third party who is not of good social standing. Lessor shall remain bound to The
Lessee for all rights of The Lessee and obligations of the Lessor arising out of
the Lease Deed upto the date of the Lease agreement with the purchaser/ third
party. All expenses arising out of/ resulting from the sale etc of the Leased
Premises or part thereof will be borne by the Lessor.
18.2 Lessor shall ensure that the Leased Premises will be sold to a maximum of 4
(Four) purchasers/ third parties (one floor to one purchaser/ third party/ group
of persons on joint owner ship basis). It is clarified that a floor may be sold
to a group of persons on joint ownership basis.
18.3 Any attempted assignment in contradiction of this provision shall be null
and void. Lessee may, at its discretion, sub Lease/ assign its rights, interests
or obligations under this Lease Deed, in whole or in part, to any third party
including a Lessee affiliated entity viz. its subsidiaries, parent or group/
associated companies without the prior written consent of the Lessor.
ARTICLE 19
EXECUTION
19.1 The parties hereto shall execute these presents in triplicate;
19.2 The parties hereto shall take steps to register these presents with the
Sub-Registrar of Assurances at Chennai and the original of these presents will
be retained by the Lessee and one duplicate by the Lessor and the other
duplicate by Sub Registrar.
ARTICLE 20
GOVERNING LAW AND JURISDICTION
The relationship of the parties under these presents shall be governed by and
construed in accordance with Indian Laws and in the event of any dispute arising
herein, only the competent courts of Chennai shall have jurisdiction in respect
thereof. Any dispute shall be referred to arbitration of a single arbitrator
appointed in accordance with the prevailing arbitration laws, the seat of
arbitration will be Chennai.
ARTICLE 21
MISCELLANEOUS
21.1 HEADINGS: The captions and headings in these presents are for convenience
and reference only and do not enter into or become a part of the substance
hereof. All pronouns
Page 7 of 10
include the masculine, feminine, neuter, singular or plural and the name of
persons, firms, corporations, trusts or the parties, as the context may require.
21.2 ENTIRE AGREEMENT: These presents shall constitute the entire demise, terms
and conditions and understanding of the parties with respect to the grant of the
Lease of the Leased Premises and shall supersede all prior discussions,
understandings, agreements and representations, written or oral, which may exist
between the parties as to said subject matter as of date hereof. These presents
shall not be modified, altered, amended or supplemented except in writing,
executed by both the parties.
21.3 SEVERABILITY: If any of provision of this Lease Deed is held unenforceable
or invalid, the remainder of the Lease Deed shall nevertheless be in full force
and effect.
21.4 SUCCESSORS: This Lease Deed shall be binding upon and inure to the benefit
of the Lessee and its affiliates, subsidiaries, parent/ group/ associated
companies and or their respective successors and assigns, Nothing herein
contained, except as specifically provided in the Lease Deed, is intended to
confer upon any person, other than the parties hereto any rights, remedies,
obligations or liabilities under or by reason of these presents.
21.6 LIMITATION OF LIABILITY: Unless otherwise specified in the Lease Deed
neither party will be liable to the other for any incidental, consequential,
penal, and exemplary or like damages (including loss of profits or business)
even if advised of the possibility of the same.
Notwithstanding anything to the contrary the Lessee's liability under the Lease
Deed is restricted to i) payment of Rent and ii) the amounts as specifically
given in the Second
Schedule/ Amenities; payable in accordance with these presents. Lessee shall not
be obliged to make payments of any nature whatsoever except as aforesaid.
IN WITNESS WHEREOF the parties hereto have set and subscribed their respective
hands and seals the day and year
FIRST SCHEDULE/ SCHEDULE OF PROPERTY
Terrace Area having floor plate area of 4700/- sq. ft. of the building know as
"Arihant E Park" situated 000/0 X.X Xxxx, Xxxxx, Xxxxxxx-000 020. All that piece
and parcel of land together with shed bearing old Door No.53, New Door No. 117/1
Lattice Bridge Road, Xx. Xxxxxxxxxxxx Xxxxx, Adyar, Chennai 600 020, comprised
in Old Survey No. 14/3 and 13/3, T.S. No.271/1 and 27/2 of Korattur Village,
Block No.40 and Bounded:
North by : Xxxxxxxxx Xxxxxx Avenue
South by : T.S.No.32
East by : Lattice Bridge Road
West : Property ear-marked to A. K. Xxxxxxxxx
and measuring to an extent of 16 grounds or thereabouts and situated within the
Registration District of South Chennai and Sub-Registration District of Adyar.
Page 8 of 10
[FLOOR PLAN]
SECOND SCHEDULE/ AMENITIES
1. The lesser shall provided bear space
2. Power if required by lessee shall be taken from the 10th floor
rising main only.
3. Temporary structure to be erected by lessee.
4. Any additional civil work or any other work shall be done by lessee
only.
5. The Lessee shall ensure that the temporary roof constructed over the
terrace area should be fire proof and capable of taking wind
velocity, rain and lighting.
6. Any person employed or related to lessee if accidentally is injured
or falls from the terrace, the lessee shall take the entire
responsibility from any third party claim.
7. The Lessee shall undertake that due to any fire the temporary roof
fall from the terrace the lessee shall take care of any third party
liability.
8. The usage of terrace shall be totally legal and during night time
lessee shall take care of the terrace from any risk of security.
9. The Lessee shall not damage the water proofing on the terrace.
10. The Lessee shall pay proportionate maintenance charges to the Lessor
subject to a maximum of Rs.4 per sqft per month.
11. The Lessee shall give access to maintenance agencies etc..
12. The rent should be paid to the nominee/nominees of the Lessor or as
instructed/informed by Lessor.
Signed Sealed and Delivered by the Parties:
For Syntel Ltd. For Arihant Foundations & Housing Ltd.
Signature: /s/ Xxxxx Xxxxx 1. Signature: /s/ Xxxxxxxx Xxxxxxxx
--------------- ---------------------
NAME: XXXXX XXXXX NAME: XXXXXXXX XXXXXXXX
HEAD LEGAL MANAGING DIRECTOR
Date: 06/10/2004 Date: 06/10/2004
IN THE PRESENCE OF: IN THE PRESENCE OF:
1. Mr. Navranjan Khanna 1. Mr. /s/ [ILLEGIBLE]
---------------------------
2. Mr. Xxxxxxxx Xxxxxxxxxx 2. Mr.
---------------------------
2. Signature: /s/ Xxxxx Xxxxxxxx
--------------------
NAME: XXXXX XXXXXXXX
EXECUTIVE DIRECTOR
Date: 06/10/2004
IN THE PRESENCE OF:
1. Mr. ----------------------
2. Mr. ----------------------
Page 10 of 10
