agreement for sub-lease

7/27/2019 Agreement for Sub-Lease

1/18

THIS AGREEMENT FOR SUB-LEASE made this day ofTwo Thousand and Nine BETWEEN INFINITY INFOTECH PARKS LIMITED,

a Company incorporated under the provisions of the Companies Act, 1956and having its registered office at Plot-A3, Block-GP, Sector-V, Salt Lake City,P.S. Bidhannagar, Kolkata - 700091, hereinafter referred to as the SUB-LESSOR (which expression shall unless excluded by or there be somethingrepugnant to the subject or context be deemed to mean and include itssuccessors and/or successors-in-office and/or interest and assigns) of theFIRST PART, GODREJ WATERSIDE PROPERTIES PRIVATE LIMITED aCompany incorporated under the provisions of the Companies Act, 1956 andhaving its registered office at GODREJ Bhawan, 4th Floor, 4A Home Street,Fort, Mumbai - 400 001, hereinafter referred to as GODREJ (whichexpression shall unless excluded by or there be something repugnant to thesubject or context be deemed to mean and include its successor and/or

successors-in-office and/or interest and assigns) of the SECOND PART AND___________________________________________________

______________________________________________________________________________hereinafter referred to as the SUB-LESSEE (which expression shall unlessexcluded by or there be something repugnant to the subject or context bedeemed to mean and include ____________________________________________

_____________________________________________________ of the THIRD PART :

RECITALS

i) By an Indenture of Lease dated the 12th day of February, 1986registered on 13th February, 1986 with the Sub-Registrar, Bidhannagar

(Salt Lake City) in Book No. I, Volume No. 12, Pages 107 to 112, BeingNo. 495 for the year 1986, made between the Governor for the State ofWest Bengal therein referred to as the Lessor of the One Part and WestBengal Electronics Industry Development Corporation Limited thereinreferred to as the Lessee and hereinafter referred to as WEBEL of theOther Part, the Lessor therein in consideration of the purposes therebyreserved and in further consideration of the premium and annual rentto be paid by WEBEL, granted and demised All That piece and parcel ofland measuring 520.169 Cottahs equivalent to 8.5978 Acre be thesame a little more or less being Plot No.5 in Block DP in Sector V ofBidhannagar in the District of 24-Parganas (North), Police StationBidhannagar Registration office Bidhannagar unto and in favour of

WEBEL for a term of 999 years and on the terms and conditions thereinmentioned.

ii) By virtue of an Indenture dated 11th day of December, 1997 registeredat the office of Additional District Sub-Registrar Bidhannagar (Salt LakeCity), in Book No.1, Volume No.142, pages 25 to 34, Being No.5073 forthe year 1997, made between West Bengal Electronics IndustryDevelopment Corporation Limited therein referred as the Sub-Lessor ofthe One Part and Globsyn Webel Ltd. which company by virtue of afresh certificate of incorporation dated 12th day of February, 2002granted by Registrar of Companies West Bengal consequent uponchange of its name now known as Infinity Infotech Parks Limited

therein referred to as the Sub-Lessee of the Other Part, the Sub-Lessordemised ALL THAT the said piece and parcel of Land measuring8.5978 Acre be the same a little more or less being Plot No.5 in Block -DP, Sector-V of Bidhannagar in the District of North 24-Parganas withinPolice Station Bidhannagar (East) and Sub-Registration OfficeBidhannagar, Salt Lake, Kolkata -700091 more particularly described inthe Schedule therein mentioned unto and in favour of Globsyn WebelLtd. now known as Infinity Infotech Parks Limited for a term of 330years with effect from 11th day of December, 1997 at or for the


2/18

2

premium and Rent therein mentioned and on the terms andconditions therein mentioned hereinafter referred to as the saiddemised plot.

iii) By virtue of a Deed of Surrender of Lease dated 19th day of December,2001 registered at the office of Additional District Sub-RegistrarBidhannagar (Salt Lake City) in Book No.I, Volume No.139, Pages 100to 106, Being No.2405 for the year 2003 made between West BengalElectronics Industry Development Corporation Limited therein referredto as the Sub-Lessor of the One Part Globsyn Webel Ltd. now known asInfinity Infotech Parks Limited therein referred to as the Sub-Lessee ofthe Other Part an area of 3 Acres land out of 8.5978 acres comprised inthe said demised plot was surrendered by Globsyn Webel Limited andthe said Deed of Lease dated 11 th December, 1997 was rectified andcorrect description of the said demised plot of land became ALL THAT

piece and parcel of land measuring 5.5978 Acres be the same a littlemore or less being Plot No.5 in Block - DP, Sector-V of Bidhannagar inthe District of North 24-Parganas within Police Station Bidhannagar(East) and Sub-Registration Office Bidhannagar Salt Lake City, Kolkata- 700091 more particularly described in the First Schedule statedhereunder hereinafter referred to as the said demised plot of land.

iv) By virtue of the aforesaid Indenture dated 11th day of December, 1997the Sub-Lessor herein became seised and possessed of and otherwisewell and sufficiently entitled to in fee simple possession of the saiddemised plot of land comprising of ALL THAT piece and parcel of landcontaining an area of 5.5978 acres be the same a little more or less

situate lying at and being Plot No.5, Block DP, Sector V. Bidhannagar,District North 24-Parganas more fully and particularly described in theFirst Schedule hereunder written free from all encumbrances charges,liens, lispendens, attachments, acquisitions, requisitions whatsoeverfor setting up / creating /development of physical and environmentalinfrastructure and facilities for electronics, information technologyand/or allied Industries and/or end users and on the terms andconditions therein mentioned.

v) By virtue of a letter dated the 3rd day of March, 2005 written by Webelto the Sub-Lessor, Webel had allowed the Sub-Lessor to further grantsub-lease of the built-up space to be constructed by the Sub-Lessor on

the said demised plot of land or on part thereof either on short term oron long term basis keeping the other terms and conditions of the Sub-Lease unchanged.

vi) By virtue of an Agreement dated 21st day of July 2005 made betweenthe Sub-Lessor therein referred to as the party hereto of the First Partand GODREJ Properties Limited therein referred to as the party heretoof the Second Part, the Sub-Lessor agreed to allow to the said GODREJProperties Limited to invest and carryout construction on the saiddemised plot of land for the purpose of setting up and creatingdevelopment of physical and environmental infrastructure and facilitiesfor electronics, information technology and/or allied industries and/or

end users hereinafter referred to as the said I. T. Project on the termsand conditions therein mentioned.

vii) By virtue of an Agreement dated 7th day of February, 2007 madebetween the Sub-Lessor therein referred to as the party hereto of theFirst Part and GODREJ Properties Limited therein referred to as theparty hereto of the Second Part and GODREJ WATERSIDE PropertiesPrivate Limited therein referred to as the party hereto of the Third Partthe said GODREJ Properties Ltd. with the consent and concurrence ofthe Sub-Lessor transferred and assigned all its right title interest and


3/18

3

benefit of the said Agreement dated 21st July 2005 unto and in favourof GODREJ.

viii) In view of the transfer and assignment of the said Agreement dated21st July 2005 by GODREJ Properties Ltd., GODREJ became entitled toinvest and to carry out construction of the said I. T. Project on the saiddemised plot of land on the same terms and conditions thereinmentioned.

ix) By virtue of the aforesaid the Sub-Lessor herein caused preparation ofa building plan for construction of the said I.T. Project known asGODREJ WATERSIDE on the said Demised plot of land for the purposeof setting up creating / development of physical and environmentalinfrastructure and facilities for Electronics Information Technologyand/or allied industries and end users.

x) The said plan was duly sanctioned vide letter no. 299/BM(P) dated 30th

January, 2006 and revised by sanction no. 2164/BM(P) dated 13th

October, 2007 by the authorities of the Bidhannagar Municipality andGODREJ commenced construction of the said I. T. Project on the saiddemised plot of land in accordance therewith.

xi) The said I.T. Project comprises of various facilities, amenities andservices together with construction of internal roads and road lighting,sewerage system, provision for dedicated power line, drinking as wellas commercial water supply network, transmission communication orreception system and all other conducting media, plant, machinery,

equipment and other ancillary apparatus in an over or under the saiddemised plot of land.

xii) In consideration of investment and carrying out construction of thesaid I.T. Project by GODREJ the Sub-Lessor and GODREJ by anAgreement dated 27th day of October, 2008 have divided demarcatedand allocated their respective constructed areas of the said I.T. Projectknown as GODREJ WATERSIDE constructed on the said demised plotof land subject to right of management of the said I.T. Project whichhas since been granted to the Sub-Lessor herein.

xiii) The Sub-Lessee herein has approached GODREJ for acquiring ALL THAT

built up office space No. in Tower No. having Super Built-upArea of ________ Sq.ft. be the same a little more or less on the

___________ floor of the said I.T. Project known as GODREJ WATERSIDEtogether with right to park ________ road worthy cars in the parkingarea of the said I.T. Project constructed on the said demised plot ofland being Plot No.5 in Block DP, Sector-V of Bidhannagar in theDistrict of North 24-Parganas within Police Station Bidhannagar (East)Salt Lake City, Kolkata 700091 the details of which are stated in theSecond Schedule stated hereunder hereinafter collectively calledthe said demised space out of the constructed area allocated toGODREJ for a term of .. years commencing from ____ day of

___________ 2009 for the purpose of carrying on business for the user of

software development and other related Information Technologyenabled activities and services in the said building/I.T. Project.

xiv) In view of the said approach by the Sub-Lessee GODREJ has agreed tonominate and transfer All That the said demised space constructed inaccordance with the said sanctioned plan at a premium ofRs.________________ (Rupees _______________________________________

_______________ only) to be paid in the manner specified in the ThirdSchedule stated hereunder and payment of various other chargesmentioned in the Fourth Schedule hereunder subject to however terms


4/18

4

and conditions contained in the Indenture of Sub-Lease and Agreementfor Facility and Maintenance to be finally executed and registered anda templates whereof are annexed hereto for a term of . years

commencing from ____ day of ______________, 2009 subject to the termsand conditions of the said Indenture of Lease dated 11 th December,1997.

xv) The Sub-Lessee has prior to execution of the Sub-Lease Agreementinspected, examined and got itself fully satisfied about the title of theSub-Lessor as well as GODREJ in respect of the said demised space,the Plan, the Super Built up Area of the demised space and thespecifications of the said demised space and the said building and hasaccepted the same.

xvi) Upon being fully satisfied as aforesaid, the Sub-Lessee has agreed to

sign and execute Agreement for Sub-Lease and hereby agrees andcovenants not to raise any objection at any time in future in respectthereof.

xvii) In consideration of the investment and construction of I.T. Project,GODREJ became entitled to appropriate the said premium amount ofRs._____________ (Rupees _______________________________ only) andvarious other charges mentioned in the Fourth Schedule hereunder inrespect of All That the said demised space and the payment of the saidpremium amount to GODREJ shall discharge the Sub-Lessee from theobligation of making payment of the same to the Sub-Lessor hereinand the Sub-Lessor is fully satisfied in respect thereof provided

however it is made clear that save and except the said premiumamount and other charges, agreed to be paid to the Godrej, all othercharges payable under this Agreement for Sub-lease shall be paid bythe Sub-Lessee to the Sub-Lessor herein.

xviii) The Sub-Lessee has also agreed to perform and observe terms andconditions covenants stipulations and obligations for the use andoccupation of the said demised space which will appear from atemplates of the Indenture of Sub-Lease and the Agreement for Facilityand Maintenance Charges to be executed and registered by the partiesherein.

xix) Pending the execution and registration of the said Indenture of Sub-Lease in favour of the Sub-Lessee in respect of the said demised spaceand the Agreement for Facility and Maintenance charges, the Sub-Lessor, GODREJ and the Sub-Lessee have agreed to record terms andconditions as stated hereunder.

DEFINITIONS

Unless in this agreement there be something contrary or repugnant to thesubject or context, the words herein shall have the following meaning :-

1. ADVOCATES shall mean Victor Moses & Co., Solicitors & Advocates

of No.6, Old Post Office Street, Kolkata 700001appointed byGODREJ inter alia for preparation of this Agreement for Sub-Lease,Indenture of Sub-Lease and Agreement for facility and maintenancecharges for transfer of the Demised space.

2. AGREEMENT shall mean the Agreement dated 7th day of February,2007 and the Agreement dated 27th day of October, 2008 executedbetween Sub-Lessor and GODREJ.


5/18

5

3. AGREEMENT FOR SUB-LEASE shall mean this Agreement for Sub-Lease entered into between Sub-Lessor of the First Part, GODREJ ofthe Second Part and the Sub-Lessee of the Third Part relating to the

demised space.

4. ARCHITECT shall mean Agarwal & Agarwal or such person orpersons who may be appointed by GODREJ as architect for the I.TProject.

5. CAR PARKING SPACE shall mean the space reserved and/orallocated for the purpose of parking of road worthy car from time totime in the parking area of the I.T. Project known as GODREJWATERSIDE

6. COMMON AREAS, FACILITIES AND AMENITIES shall mean and

include those areas of I.T. Project that are not allocated to aparticular occupier but are available for common use by all occupiersand visitors such as hall areas, lobbies atrium spaces, stairways,common toilets, means of access to or egress from the demised plotof land together with amenities and facilities of the I.T. Project morefully described in the Sixth Schedule hereunder.

7. COMPLETION NOTICE shall mean the notice to be given by GODREJto the Sub-Lessee upon completion of the said demised space readyfor use and occupation by the Sub-Lessee in all respects.

8. DATE OF COMMENCEMENT OF LIABILITYshall mean the date on

which the Sub-Lessee takes actual physical possession of thedemised space after paying all the liabilities and fulfilling theobligations as stated hereunder or the date of expiry of the notice totake actual possession whichever is earlier.

9. DEMISED PLOT OF LAND shall mean All That piece and parcel ofland measuring 5.5978 Acres be the same a little more or less beingplot No.5 in Block D.P. Sector V, Bidhannagar in the District of North24-Parganas more fully described in the First Schedule hereunderwritten.

10. DEMISED SPACE shall mean ALL THAT built up office space

No._______ in Tower No. ______ having Super Built-up Area of ________Sq.ft. be the same a little more or less on the ___________ floor of thesaid I.T. Project known as GODREJ WATERSIDE together with rightto park ________ road worthy cars in the parking area of the said I.T.Project constructed on the said demised plot of land being Plot No.5in Block DP, Sector-V of Bidhannagar in the District of North 24-Parganas within Police Station Bidhannagar (East) Salt Lake City,Kolkata 700091 the details of which are stated in the SecondSchedule stated hereunder together with the right of user incommon of the common areas and amenities mentioned in the SixthSchedule hereunder written.

11. I.T. PROJECT shall mean the constructed areas of the buildings onthe said demised plot of land for the purpose of setting up anddevelopment of physical and environmental infrastructure andfacilities for electronics/information technology and/or alliedindustries and/or end users therein comprised of the buildings to beconstructed, erected and completed by GODREJ in terms of thesanctioned Plan which is known as GODREJ WATERSIDE.


6/18

6

12. INDENTURE OF SUB-LEASE shall mean the Sub-Lease of an area ofthe demised space in the I.T. Project to be granted by the Sub-Lessorand GODREJ of the One Part and the Sub-Lessee of the Other Part on

the terms and conditions contained in the draft Indenture of Sub-Lease annexed hereto.

13. LEASE shall mean the Indenture of Lease dated the 12th day ofFebruary, 1986 made between the Governor for the State of WestBengal therein referred to as the Lessor of the One Part and WestBengal Electronics Industry Development Corporation Limited(Webel) therein referred to as the Lessee of the Other Part andregistered with the Sub-Registrar, Bidhannagar in Book No.I, VolumeNo.12, Pages 107 to 112, Being No.495 for the year 1986.

14. PLAN shall mean the sanctioned plan by the authorities ofBidhannagar Municipality by its letter no.299/BM(P) dated the 30th

day of January, 2006 and revised by sanction no. 2164/BM(P) dated13th October, 2007 together with all modifications and/or alterationsthereto from time to time made or to be made by GODREJ underadvise of the Architect for construction of the I.T. Project.

15. SPECIFICATION shall mean the specification specified in the FIFTHSCHEDULE hereunder written.

16. SUB-LESSEE shall mean and include -i) In case the Sub-Lessee be an individual or a group of person, then

his/her/their respective heirs executors administrators legalrepresentatives ;

ii) In case the Sub-Lessee be a Hindu Undivided Family, then itscoparceners or members for the time being and their respective heirsexecutors administrators legal representatives ;

iii) In case the Sub-Lessee be a partnership firm or limited liabilitypartnership, the partners for the time being and their respective legalheirs, executors, administrators and representatives ;

iv) In case the Sub-Lessee be a company incorporated under theCompanies Act, 1956, then its successor or successors in interest ;

v) In case the Sub-Lessee be a trust, the trustees for the time being andtheir respective successor or successors in office.

17. SUB-LEASE shall mean the Deed of Sub-Lease dated 11th day ofDecember, 1997 made between Webel of the One Part and GlobsynWebel Limited now known as Infinity Infotech Parks Ltd. of the OtherPart and registered with the Sub-Registrar, Bidhannagar in Book No.I,Volume No.142, Pages 25 to 34, Being No.5073 for the year 1997.

18. SUPER BUILT-UP AREA shall mean the constructed area of theoffice space in the I.T. Project and shall include the plinth area,foundations, walls, columns, beams supports etc. as well as areas ofcommon uses and facilities as shall be determined by Sub-Lessor andGODREJ provided however in case of common partition wall or

column between two spaces then half of the area under such wall orcolumn shall be excluded.

INTERPRETATIONS

In this Agreement save and except as otherwise expressly provided

i) All words importing singular shall include plural and vice versa andwords imparting the masculine shall include the feminine and neuterand vice verse.


7/18

7

ii) The headings in this agreement are for ease of reference only andshall not modify or affect the interpretation or construction of thisAgreement or any of its provisions.

iii) Any reference to any period commencing from a specified day or dateand till or until a specified day or date shall include both such days ordates.

iv) All monetary amounts are expressed in Indian Rupees. All paymentsof sums, charges, fees, costs expenses and other amountscontemplated in this agreement shall be paid in Indian Rupees.

v) All references to Article section and numbers refer to Articles andsections of this Agreement and all references to schedule refer to theSchedules attached hereto.

vi) The words herein, hereof, hereunder, hereafter and hereto andwords of similar import refer to this Agreement as a whole and not toany particular Article or section hereof.

vii) Any reference to any act of Parliament or State legislature in Indiarefers to that act as it applies at the date of this Agreement for Sub-Lease whether general or specific shall be deemed to include anyamendment, replacement or reenactment thereof for the time beingin force and to include any bye-laws, statutory instruments, rules,regulations, orders, notices consent, permission made thereunder.

viii) Any reference to any agreement, contract, plan, deed or documentshall be construed as a reference to it as it may have been or may befrom time to time amended, varied, altered, modified, supplementedor innovated.

SUB-LEASE AGREEMENT

It is agreed by and between the parties hereto as follows :-

1. It is recorded that by virtue of agreement to nominate and assign bythe GODREJ as stated hereinabove the Sub-Lessor has agreed to sub-demiseto the Sub-Lessee and the Sub-Lessee has agreed to take on Sub-lease of ALL

THAT built up office space No.________ in Tower No. _______ having SuperBuilt-up Area of ________ Sq.ft. be the same a little more or less on the

___________ floor of the said I.T. Project known as GODREJ WATERSIDEtogether with right to park ________ road worthy cars in the parking area ofthe said I.T. Project constructed on the said demised plot of land being PlotNo.5 in Block DP, Sector-V of Bidhannagar in the District of North 24-Parganas

within Police Station Bidhannagar (East) Salt Lake City, Kolkata 700091 thedetails of which are stated in the Second Schedule stated hereunderhereinafter called the Said Demised space together with the right of user incommon of the common areas and amenities mentioned in the SixthSchedule hereunder written at a premium of Rs.________________ (Rupees

__________________________________ _____________________) only and payment ofvarious other charges mentioned in the Fourth Schedule hereunder to be paidby the Sub-Lessee to GODREJ in the manner set out in the THIRD SCHEDULEstated hereunder and further payment to the Sub-Lessor of ground leaserent, service and maintenance charges, electricity, air-conditioning charges,generator charges, municipal rates and taxes and other charges andexpenses to be fixed from time to time by the Sub-Lessor as mentioned in the

templates of Indenture of Sub-Lease as well as the Agreement for Facility andMaintenance charges during the period of subsistence of Sub-lease of thesaid demised space for term of .. years commencing from ____ day of

______________, 2009 subject to the terms and conditions contained in the saidtemplates of the Indenture of Sub-Lease and the Agreement for Facility andMaintenance charges to be executed and registered by the parties heretoand the time for payment of the same shall be essence of this agreement.

TITLE


8/18

8

2.a) It is recorded that the Sub-Lessee prior to the execution of thisAgreement for Sub-Lease has taken inspection of all the relevant papers anddocuments of title and plan in respect of the said demised plot of land more

fully described in the First Schedule hereunder written and has agreed withthe Super Built up Area and the specifications of the said demised space andthe said building.

b) It is recorded that the Sub-Lessee has satisfied itself and acceptedthe title of the Sub-Lessor and GODREJ in respect of the said demised plot ofland as well as the said demised space and hereby undertakes not toquestion and/or put any requisitions in respect thereof.

CONSTRUCTION

3.a) It is agreed and recorded that GODREJ shall construct the said

demised space in accordance with the said plan including any modificationsthereof as per specifications stated in the Fifth Schedule stated hereunder.

b) It is agreed and recorded that the Sub-Lessee shall be liable to payadditional charges and/or extra charges on account of additional worksfacilities and/or fixtures and fittings to GODREJ for any extra work done at thesaid demised space.

c) It is agreed that the Sub-Lessor and/or GODREJ shall be entitled totake additional charges as applicable, towards Betterment fees, developmentcharges or any statutory liabilities payable in respect of the said demisedspace.

d) It is agreed that it will not be necessary for GODREJ to complete andinstall all the Common Areas facilities and Installations before giving theCompletion Notice to the Sub-Lessee and the demised space shall be deemedto be complete for the purpose of service of Completion Notice as soon as thesame is completed in accordance with the Specification, the entrance lobbyand staircase are completed, lifts are made operative and water drainagesewerage and permanent electricity connection are provided in or for the saidsub-demised space.

e) A certificate issued by the Architect of the said building in respect ofmeasurement of super built up area and construction of the said demised

space and the building shall be final, conclusive and binding on the Sub-Lessee.

f) It is agreed that prior to taking possession of the said demised spacethe Sub-Lessee shall satisfy itself about materials used as per specification atthe said demised space and shall further verify the super built up area of thesaid demised space.

g) It is agreed that the Sub-Lessee after taking delivery of possession ofthe said demised space shall not raise any dispute or claim on account ofinferior quality of materials or in respect of any other construction or defectin the said building and/or the demised space and/or in respect of the super

built up area comprised in the said demised space.

h) It is agreed that upon completion of the said demised space, theGODREJ shall give a notice in writing to the Sub-Lessee and within 15 daysfrom the date of the receipt of such notice the Sub-Lessee shall pay theentire balance premium and all other amounts and deposits to GODREJ andthe Sub-Lessor as the case may be and take possession of the demisedspace. Upon such possession being taken, no dispute shall be raised withregard to the construction of the demised space, the super built up area andcompletion thereof.


9/18

9

i) Before taking actual physical possession of the said demised space bythe Sub-Lessee in terms of clause (h) hereinabove, the Sub-Lessee shall not

deal with, let out, encumber, the said demised space in any mannerwhatsoever without obtaining consent in writing from GODREJ . Such rightshall be exercised only after the execution of the Deed of Sub-Lease in termsof the provisions thereof.

j) It is recorded that GODREJ shall make its best endeavour to handover possession of the said Demised space to the Sub-Lessee by ____________2009 subject to however force Majeure circumstances such as any Act of Godor Acts of Government, statutory bodies, strike, air-raid, riot, civil commotion,terrorist activities, order restraining or obstructing construction work at thesaid demised plot of land or any circumstances beyond the control ofGODREJ.

k) It is agreed and recorded that the Sub-Lessees liabilities andobligations towards payment of Common Expenses, rates and taxes andother outgoings payable in respect of the Demised space as well as all or anyconsequence of default, non performance or delay in performance of all orany of the obligations and covenants as contemplated hereunder and underthe Agreement for Facility and maintenance shall be deemed to havecommenced on and from the Date of Commencement of Liability irrespectiveof whether the Sub-Lessee takes actual physical possession of the demisedspace.

l) It is further expressly agreed that with effect from the date of

commencement of liability, it shall be deemed that GODREJ has compliedwith all its obligations hereunder to the full satisfaction of the Sub-Lessee andthe Sub-Lessee shall not be entitled thereafter to raise any dispute against orclaim any amount from GODREJ on any account whatsoever.

PAYMENT / DEPOSITS

4.a) It is agreed and recorded that the Sub-Lessee shall pay to the Sub-Lessor monthly Lease Ground Rent of Rs.___________ (Rupees

_________________________ _____ only) per month which is to be enhanced atthe rate 20% every five years and various service and maintenance charges,air-conditioning charges, generator charges, municipal rates and taxes and

other charges and expenses in respect of the said demised space with effectfrom the date of expiry of the notice of possession of the said demised spaceto be given by GODREJ and the Sub-Lessee hereby guarantees andundertakes to indemnify the Sub-Lessor in respect of its entire financialcommitment to be paid during the subsistence of the period of the said Sub-Lease of the said demised space.

b) It is agreed that the Sub-Lessee shall deposit an interest free securitydeposit of a total amount of Rs.______________ (Rupees ______________________

______________ only the details of which are stated in the Fourth Schedule asstated hereunder which is equivalent to three months, air-conditioningcharges, electricity charges, service and maintenances charges in respect of

the said demised space with the Sub-Lessor which shall be paid on or beforethe signing of the said Deed of Sub-Lease provided however it is made clearthat the Sub-Lessor reserves its rights to revise the said deposits as andwhen necessary and the Sub-Lessee shall be bound by it.

c) It is agreed that the Sub-Lessee shall pay electricity charges for theelectricity consumed together with the Demand Charges of WBSEB, in thesaid demised space every month punctually and without any defaulttogether with an additional charges of 5% on the electricity bill amount onaccount of operating and maintenance, charges for cable maintenance,


10/18

10

switches and switch room maintenance staff expenses, transformermaintenance and others related expenses to the Sub-Lessor ;

d) It is agreed that the Sub-Lessee shall bear and pay on a monthlybasis Air-conditioning charges to be provided between 9 A.M. and 9 P.M.(Monday to Friday) and 9 A.M. to 3 P.M. on (Saturday) in the said demisedspace together with the Sub-Lessees share of service and maintenancecharges which is presently estimated to be paid at the rate of Rs.______ persq.ft. per month provided however it is made clear that the said air-conditioning and service and maintenance charges shall be revised from timeto time as and when necessary and the Sub-Lessee shall be bound to pay thesame.

e) Under no circumstances the possession of the said demised spaceshall be given by the GODREJ to the Sub-Lessee until and unless all the

payments required to be made under this Agreement payable by the Sub-Lessee has been paid in full to the Sub-Lessor and/or GODREJ and Deed ofSub-Lease and the Facility and Maintenance Agreement in respect thereof isexecuted and registered unto and in favour of the Sub-Lessee immediatelythereafter but not more than 30 days after receipt of the notice of possessionof the said sub-demised space or from the date of obtaining permission fromthe Urban Development Department.

MISCELLANEOUS

5.a) In case the Sub-Lessee commits default in making payment of thepremium or other charges mentioned herein or in observing his/its/their

covenants and terms and conditions herein within time then in such event,GODREJ shall give one month's notice in writing to the Sub-Lessee statingthe default or breach complained of and calling upon the Sub-Lessee toremedy the default or breach complained of and in case of default inpayment of any sum, then pay the same together with interest @ 2% perannum over the published SBI prime lending rate on all sums becoming duehereunder and if on the expiry of such notice, the Sub-Lessee continues thedefault or breach, then this agreement shall at the option of GODREJ standterminated and rescinded and GODREJ shall become entitled to enjoy and/orsub-lease the demised space to any person without in any way becomingliable to the Sub-Lessee and upon GODREJ having entered into a contract forsub-lease of the demised space with any new Sub-Lessee, GODREJ shall

refund to the Sub-Lessee the monies paid by the Sub-Lessee to GODREJ tillthat date as premium without interest after deduction of a sum equivalent to10% (Ten Percent) of the agreed premium as and by way of pre-determinedcompensation/liquidated damages or service charges.

b) The Sub-Lessee shall not deal with, assign, encumber or transfer thesaid demised space without the written consent of the Sub-Lessor and/orGODREJ.

c) The Sub-Lessee shall observe all rules and regulations framed by theSub-Lessor for the maintenance of the said I.T. Project known as GODREJWATERSIDE.

d) The Sub-Lessee shall have right only in respect of the said demisedspace subject to the fulfillment of the stipulations, covenants, restrictions andterms and conditions contained in this Agreement and the Indenture of Sub-Lease and the Sub-Lessee shall not claim any right title and interestwhatsoever or howsoever over in respect of other spaces or areas of the saidBuilding except the right of user of the common parts along with otheroccupiers.


11/18

11

e) It is expressly recorded that in case the Sub-Lessor is permitted togrant Sub-Lease of proportionate undivided impartible share in the saiddemised plot of land appertaining to the Sub-demised space then the Sub-

Lessor shall grant the Sub-Lease of the same subject to the Sub-Lesseepaying the fees and all other expenses charges required to be paid inadvance for obtaining the permission from the Urban DevelopmentDepartment, Government of West Bengal.

f) It is agreed and recorded that at or before expiry of the period of thisSub-Lease the Sub-Lessor shall renew the Sub-Lease of the demised spacewith or without the proportionate undivided impartible share in the saiddemised plot of land appertaining to the Sub-demised space, as the case maybe, for such further period as may be granted by WEBEL or such otherauthority of the original Deed of Sub-Lease dated 11th day of December,1997, on such terms and conditions as may be mutually agreed upon

between the Sub-Lessor and the Sub-Lessee provided however the Sub-Lessor shall renew the sub-Lease for such further period only after getting therenewal of the said original Deed of Sub-Lease.

g) It is expressly agreed and recorded that the Sub-Lessor, GODREJ andthe Sub-Lessee shall observe and perform all the terms and conditions,obligations, covenants stipulations, restrictions contained in the saidIndenture of Sub-Lease to be executed and registered by the Sub-Lessor inrespect of the use and occupation of the said Demised space.

h) It is agreed and recorded that in the event of breach of any of theterms and conditions with regard to construction or otherwise as stated

herein by GODREJ in respect of the said demised space, the Sub-Lessor shallnot be held responsible for the same and the Sub-Lessee and GODREJ shallbe exclusively liable to each other for the same and GODREJ and the Sub-Lessee shall jointly and severally keep the Sub-Lessor indemnified against allclaims, costs charges proceedings and expenses arising in respect thereof.

i) It is expressly understood between the parties hereto that the saidI.T. Project is being constructed erected and completed by GODREJ inaccordance with the terms and conditions recorded in the Agreements dated7th day of February 2007 and 27th day of October 2008 entered into betweenthe Sub-Lessor and GODREJ and this Agreement shall not be deemed to beconstrued as a waiver or abandonment of any of the rights of the Sub-Lessor

under the said Agreements dated 7th day of February 2007 and 27th day ofOctober 2008 and this agreement shall always remain subject to the termsand conditions of the Agreements dated 7th day of February 2007 and 27th

day of October 2008. The obligation of Sub-Lessor is only to the extent ofexecuting and registering the Deed of Sub-Lease and the Agreement forFacility and Maintenance charges on the terms and conditions hereincontained.

j) Under no circumstances the Sub-Lessee herein shall claim possessionof the said demised space other than on the terms and conditions containedin the said Indenture of Sub-Lease, and this agreement shall not operate orbe deemed to create any right title and interest in the said demised space.

k) It is expressly agreed and recorded that pending execution andregistration of the Deed of Sub-Lease and the Facility and MaintenanceAgreement, the Sub-Lessor, Sub-Lessee and GODREJ shall observe andperform and abide by the terms and conditions, covenants, restrictions andstipulations contained therein and the same shall be deemed to beincorporated herein.

l) It is agreed that the Sub-Lessor/GODREJ shall have right to makealteration, additions and changes of the terms and conditions in respect of


12/18

12

the use and occupation of the said demised space in the draft Indenture ofSub-Lease to be executed and registered by the parties herein.

m) GODREJ has created mortgage and/or charge in respect of the Complexin favour of State Bank of India, Corporate Accounts Group Branch, Mumbaito secure the project finance obtained by it and the Sub-Lessee herebyaccepts the same. Provided however GODREJ shall ensure the due repaymentof the mortgage dues in time and shall keep the Sub-Lessee safe harmlessand indemnified against payment of the same and against payment of allcosts, charges and expenses therefor.

n) At the time of handing over possession of the demised space to theSub-Lessee by GODREJ, the demised space shall be freed and/or releasedfrom any mortgage and/or charge of any nature whatsoever and GODREJshall keep the Sub-Lessee fully indemnified in respect thereof.

o) In case the measurement of Super Built-up area of the demisedspace varies with the measurement area mentioned herein the amountspayable hereunder by the Sub-Lessee to GODREJ towards premium, depositsand/or otherwise (wherever such deposits and other amounts are payableon the basis of the Super Built-up area comprised in the demised space)shall also vary at the rates specified herein and otherwise proportionately.p) The Complex shall bear the name "GODREJ WATERSIDE" unlesschanged by GODREJ.

q) It is agreed that the sub-Lessee shall and hereby undertakes to get

registration of the said Indenture of Sub-Lease within 30 days from the dateof the receipt of the notice of possession of the said demised space or fromthe date of obtaining permission from the Urban Development Departmentand the costs by way of stamp duty and registration charges on account ofexecution and registration of the Indenture of Sub-Lease and the Facility andMaintenance Agreement will be borne and paid by the Sub-Lessee herein.

NOTICESEach of the parties hereto shall notify the other promptly of any change ofaddress and any notice required to be served hereunder by any Party shall bein writing and shall be deemed have been served properly if deliveredpersonally sent by pre-paid recorded delivery or registered post or courier to

the addressee at the addressees office of the time being or by e-mail and/orfacsimile and shall be deemed to be received if delivered personally at thetime of receipt if sent by post or courier at the expiration of 72 hours afterbeing placed in the post (having been correctly addressed) or courier whetheror not received or if by facsimile 24-hours after dispatch to the correct e-mailand/or facsimile number of the addressee.

WAIVERSUnless otherwise agreed in writing, no failure by any of the parties hereto toexercise any right or remedy available to it hereunder nor any delay so toexercise any such right to remedy shall operate as a waiver of it nor shall anysingle or partial exercise of any right or remedy preclude any other or further

exercise thereof or the exercise of any other right or remedy.

A R B I T R A T I O NAny Disputes and differences whatsoever arising under or in connection withthis Agreement shall be finally settled by arbitration to be held in Kolkata onlyin accordance with the Arbitration & Conciliation Act, 1996. The arbitral

Tribunal shall comprise of a single arbitrator, mutually appointed by theParties and venue of the arbitration shall be at Kolkata only. Providedhowever pendency of arbitration shall not entitle the Sub-Lessee to withhold


13/18

13

payment of the sums payable under this Agreement and/or Indenture of Sub-Lease.

THE FIRST SCHEDULE ABOVE REFERRED TO :(DEMISED LAND)

ALL THAT piece and parcel of land measuring 5.5978 acres be thesame a little more or less being plot No.5 Block DP in Sector - V ofBidhannagar in the district of 24-Parganas (North) Police Station Bidhannagar(East) and Sub-Registration Office Bidhannagar, Salt Lake City, Kolkata 700091 ;

THE SECOND SCHEDULE ABOVE REFERRED TO :(OFFICE SPACE)

ALL THAT built up office space No.______ in Tower No. _______ having

Super Built-up Area of ________ Sq.ft. be the same a little more or less on the___________ floor of the said I.T. Project known as GODREJ WATERSIDEtogether with right to park ________ road worthy cars in the parking area ofthe said building constructed on the said demised plot being Plot No.5 inBlock-DP, Sector-V of Bidhannagar in the District of North 24-Parganas withinPolice Station and Sub-Registration Office Bidhannagar, Salt Lake, Kolkata 700091 more fully delineated on the Map or Plan hereto attached ;

THE THIRD SCHEDULE ABOVE REFERRED TO :

i) A sum of Rs.________________ (Rupees _____________________________________________) only at the time of execution of this Agreement.

ii) A sum of Rs.________________ (Rupees _____________________________________________) only on or before _______________ 2008.

iii) A sum of Rs.________________ (Rupees _____________________________________________) only on or before _______________ 2008.

iv) A sum of Rs.________________ (Rupees _____________________________________________) only at the time of execution and registration ofthe Indenture of Sub-Lease.

THE FOURTH SCHEDULE ABOVE REFERRED TO :(DEPOSITS)

1. Rs._______________ (Rupees

___________________________________________ only on account of interestfree Security Deposit equivalent to 3(three) months of air-conditioningcharges in the said demised space together with Sub-Lessees shareof service and maintenance charges.

2. Rs._______________ (Rupees___________________________________________ only on account of amountequivalent to 3(three) months estimated electricity chargesconsumed in the said demised space together with Sub-Lesseesshare of electricity charges consumed in common area services.

3. Deposits for such other service charges as may be decided by the

Sub-Lessor in its absolute discretion included but not limited to thecharges as mentioned in the said Deed of Sub-Lease.

4. In addition to the premium payable by the Sub-Lessee to GODREJ asstated hereinabove the Sub-Lessee shall also pay to GODREJ thefollowing sums at or before the date of commencement of liability:

a) Betterment fees, development charges and other levies taxesduties and statutory liabilities that may be charged on the I T Projector the said demised space or on its transfer or construction in terms


14/18

14

hereof partially or wholly, as the case may be, shall be paid by theSub-Lessee within 7 days of the demand being made by GODREJ.

b) At or before taking over possession of the Said demised space,the Sub-Lessee shall pay the following additional sums to GODREJ to becalculated on the Super Built-up Area of the Said demised space, onaccount of the following :-

i) For providing electricity connection

in the said I T project Rs./- per Sq. Ft.ii) For providing Generator for the

said I T project . Rs/- per Sq. Ft.iii) For providing Air-conditioning

plant/facility for the I T project. Rs/- per Sq. Ft.

c) All stamp fees and registration fees on execution andregistration of this Agreement, Agreement for Facility and Maintenanceand the Deed of Sub-Lease to be executed and/or registered inpursuance hereof and also all statutory charges payable thereforincluding the charges of the copywriter for copying of suchdocuments and expenses incidental to registration. INFINITY andGODREJ shall be available when called upon by the Sub-Lessee, foradmittance of their signatures to the documents executed by them.

d) The fees and/or legal charges of the Advocates would be Rs.15/-(Rupees fifteen only) per sq. ft. of the Super Built-up Area of the Saiddemised space for the preparation of this Agreement and the

Agreement for Facility and Maintenance and for preparation andregistration of Deed of Sub-Lease in respect of the Said demised spaceto be paid to the Advocates directly. Out of the said fees 50% shall bepaid at the time of execution of this Agreement and the balance feesshall be paid on the Date of Commencement of Liability.

THE FIFTH SCHEDULE ABOVE REFERRED TO :(SPECIFICATIONS)

1. RCC Super Structure with appropriate large space column grids.2. Basement and Ground Floor car parking as per requirement of I.T.

3. Air-Conditioning :-a) Central Air-conditioning plant to cater all office areas and Lift lobby.b) AHU for each office area.

4. External Faade Finish :-a) All important elevation faade shall have combination of Glazing and

ACP cladding. The Glazing shall consist of Structural Glazing or Curtainwall as per design. Double Glazing wherever required for energy.

b) Rest of the external walls to be banished with high quality paint orcladding as per design.

5. Internal Finish :-

a) Common Areas -Lift Lobby to be finished with high quality material on floor & walls. Theinterior shall be completed with false ceiling, light fixtures etc. as perdesign. Service area to be finished with Kotah Stone/neat cementflooring as applicable. Walls & Ceiling to be finished with P.O.P. & paintparking area flooring shall be of I.P.S.

b) Office areas -The areas shall remain bare shell without flooring but plaster on wallsand ceiling. Toilet area shall be completed with plumbing & drainage


15/18

15

lines to be finished with minimum required specifications to obtaincompletion certificate, floor to be finished with smooth cement finish.

6. Landscaping -The overall compound to be finished with proper landscape &softscape as per advise of landscape designer. The hard paged areashall be finished with concrete paver blocks/Kotah stone as perdesigners choice. Softscape to be completed with plantation as perdesign. Decorative features & lamp post to be installed as perdesigners choice.

7. S.T.P. & Solid waste -The complex shall have S.T.P. installation to meet P.C.B. requirements.Adequate provisions to be made for solid waste management.

8. Power -

The complex shall have H.T. electric substation as per calculated loadrequirement (1 KVA for 100 Sq.ft. super built). There shall be Internalrising fittings of common areas to be installed as per design. Officearea shall have rising up to D.B.

9. Lifts -High speed lifts of the standard make shall be installed as percalculated requirement.

10. BMS to be installed for HVAC, access Control, fire detection and forgeneral building management for power saving and easy maintenanceand tenant billing. The same shall be done by reputed vendors.

11. Environment -All statutory P.C.B. guidelines and requirements shall be fulfilled.

THE SIXTH SCHEDULE ABOVE REFERRED TO :(Common Areas and Installations).

1. Paths passages and driveways, of which only those will be used by theSub-Lessee as shall be necessary for ingress to and egress from the said Saiddemised space and shall exclude those which shall be reserved by GODREJand/or Sub-Lessee for their on use for any purpose.

2. Staircases, lobbies and landings in the building of which only those willbe used by the Sub-Lessee as shall be necessary for ingress to and egressfrom the said Said demised space.

3. Lifts along with lift shafts and accessories, as also the elevators, ofwhich only those will be used by the Sub-Lessee as shall be necessary foringress to and egress from the said Said demised space.

4. Electrical wiring and fittings and fixtures for lighting the staircase,lobby, common toilets landings and passages.

5. Existing water supply system in the building (charges wherefor are tobe paid separately as stated herein).

6. Overhead water tank(s) and underground water reservoir/s with

distribution pipes therefrom connecting to different CommercialBlocks/Spaces/other constructed areas and from the underground waterreservoir/s to the over-head water tank/s.

7. Water waste and sewage evacuation pipes from the different Saiddemised spaces/other constructed area to drains and sewers common to thebuilding.

8. Drains and sewers from the Building to the municipal drain.


16/18

16

9. Effluent treatment plant.

10. Main entrance to the premises.

11. Other Common Areas and Installations in the Building and thepremises which shall be expressed and intended by GODREJ for common useand enjoyment of the occupants of the building.

It is expressly agreed, understood and clarified that the common areasand Installations do not include various areas, installations, rights, privileges,benefits and advantages including car parking rights/spaces, Signage, AirConditioners, Generators, Transformer etc. which have been reserved untoGODREJ and/or the Sub-Lessee.

IN WITNESS WHEREOF the parties hereto have set and subscribed theirrespective hands and seals on the day, month and year first written.

SIGNED, SEALED AND DELIVEREDby the SUB-LESSOR at Kolkatain presence of :

SIGNED, SEALED AND DELIVEREDby GODREJ at Kolkata in presenceof :

SIGNED, SEALED AND DELIVEREDby the SUB-LESSEE at Kolkata

in presence of :


17/18

=======================

=========

DATED THIS DAY OF

2009

=======================

=========

B E T W E E N

INFINITY INFOTECH PARKS

LIMITED

... SUB-LESSOR

- AND -

GODREJ WATERSIDE PROPERTIES

PVT. LIMITED

GODREJ

- AND -

__________________________________

... SUB-LESSEE

AGREEMENT FOR SUB-LEASE

VICTOR MOSES & COMPANY


18/18

18

SOLICITORS & ADVOCATES6, OLD POST OFFICE STREET

KOLKATA 700001

agreement for sub-lease

Documents