This Lease Agreement involves
Title: LEASE DEED
THIS LEASE DEED executed at Coimbatore this day of 6th May 2005, accordingly
records, the intentions and understandings of M/s. RAMANANDA ADIGALAR FOUNDATION
and M/s. HealthScribe India Private Limited. ("Parties").
MIS. RAMANANDA ADIGALAR FOUNDATION, a charitable educational trust, duly
constituted under the Indian Trusts Act 1882 and registered as such with the
Registrar of Assurances, Coimbatore, having its registered office at Kumaraguru
College of Technology Campus, Coimbatore 641 006, represented by one of its
trustees and Secretary, Prof. K. Arumugam, son of Mr. Krishnaswamy, "Lessor"
(which term expression shall unless repugnant to the context or meaning thereof
be deemed to include its successors, heirs, executors, administrators and
permitted assigns) OF THE ONE PART.
M/s. HealthScribe India Pvt Ltd, a company incorporated under the Indian
Companies Act, 1956, having its registered office at One HealthScribe Plaza,
Koramangala Block 8, Bangalore - 560095 represented by its Managing Director, -
Mr. Suresh Nair, son of Mr. N.K. Sivasankaran, "Lessee" (which term expression
shall unless repugnant to the context or meaning thereof be deemed o include its
successors, heirs, executors and administrators) OF THE OTHER PART.
WHEREAS Lessor declares, confirms and represents that it is the absolute owner
of the land and buildings on survey number 333 situated at Saravanampatti,
Coimbatore 641 006, Tamilnadu as more particularly described to Schedule - A
hereunder and has full, valid and requisite authority and power to enter into
this Lease Deed to lease the Demised Premises (defined below) to Lessee.
The Lessors further declares, confirms and represents that they has obtained all
statutory clearances pertaining to the construction and occupancy of the
The Lessor represents that no other person has any claim or right, title or
interest or share in the Demised Premises and that, there is no Impediment or
bar to grant of this lease by the Lessor under any law, order, decree, or
contract and that the demised premises is not subject to attachment, court or
WHEREAS Lessor has developed the infrastructure facility to be used as an
information technology park (IT Park) under an agreement with SOFTWARE
TECHNOLOGY PARK OF INDIA, Chennai (An autonomous society under Government of
India, Department of Information Technology, Ministry of Communication &
Information Technology, government of India).
The Lessee has approached the Lessor and the Lessor has agreed to grant to the
Lessee, Lease of the Demised Premises on the terms and conditions contained
WHEREAS all the services to the open spaces, common areas, common amenities,
specialized and descriptive services provided in the IT Park shall be
controlled, maintained and managed by
the Lessor and/or a operation and maintenance agency appointed by Lessor and
Lessee shall not interfere with the same.
WHEREAS Lessee after viewing the building plans and the Demised Premises has
sought lease of the Deemed Premises in the IT Park and Lessor has decided to
allot to the Lessee the demised premises on a lease basis.
WHEREAS Lessor agrees to lease to Lessee and Lessee agrees to take on lease of
space measuring 38,987 sq. ft., in the Second and Third Floor of the Unit II of
the IT Park, as described in Schedule - B ("Demise Premises") and Lessee shall
have such interest in respect of the Demised Premises hereby agreed to be leased
in accordance with this Lease Deed.
WHEREAS Lessor has accepted to put the Demised Premises to Lessee on the terms,
conditions and conveyance set forth hereinafter and as per the bylaws
(applicable to the IT Park and attached hereto as Exhibit II, the "Bylaws")
signed by Lessee and any amendments thereto (such amendments to be effected in
accordance with the provisions of this Lease Deed) to form an integral part and
parcel of this Lease Deed, Lessee shall use and occupy the Demised Premises for
use as IT and ITES operations and for no other purpose unless Lessor shall
expressly approve of such use in advance in writing.
NOW THIS LEASE DEED W1TNESSETH AS FOLLOWS:
ARTICLE I - TERM
a The tenure of this lease shall be for an initial term of ten (10) years
commencing from 1st May 2005 to 30th April 2015 both days inclusive,
subject to any extension as specified under Article 11(a) (the "Term ).
The rent for the deemed premises will commence from 1st July 2005.
b In the event Lessee wishes to terminate this Lease Deed prior to the
expiration of the term prior to the 240 month then Lessee will have to
forgo the entire Security Deposit (defined in Article III below) and
Lessor will not be liable to return the said Security Deposit
c In the event Lessee wishes to terminate this lease prior to the expiration
of the lease Term after the 24th month but prior to the 30th month then
Lessee will fore go 50% of the Security Deposit and Lessor will not be
liable to return the said 50% of the Security Deposit. After thirty month,
the lease is terminable on either side by giving six months notice. The
lease shall automatically terminate at the end of the Term unless renewed
in accordance with Article 11(a).
d The lease shall be renewable by mutual consent of the Parties for a
further period after the expiration of the initial Term of ten years for
which a separate lease deed will be executed. Lessee shall have the option
of renewing the lease for further period on expiration of the initial
Term, subject to provisions contained under Article 11(a).
ARTICLE II - LEASE RENT
a Lessee agrees to pay lease rent ("Lease Rent") at the rate of Rs.
10.00/-(Rupees Ten only) per sq.ft per month of the Demised Premises, for
the total area of 38,987 sq ft taken on lease amounting to a total lease
rent per month of Rs.3,89,87O/- (Rupees Three Lakhs Eighty Nine Thousand
Eight Hundred and Seventy only), and the same shall be paid in advance by
Cheque payable in favor of RAMANANDA ADIGALAR FOUNDATION on or before the
10th day of each calendar month. The Lease Rent during the Term will be
subject to an annual increment of 333% per sq.ft per month. In the event
of extension of the Term for a further period beyond the initial Term of
ten (10) years, the Lease Rent payable by the Lessee shall be determined
by mutual consent with Lessor. The process of finalizing the Lease Rent
shall commence six (6) months prior to the expiry of Term. Lessor and
Lessee shall arrive at the mutual consensus with reference to the Lease
Rent and the other terms within sixty (60) days prior to the expiry of the
initial Term. In the event the Parties are unable to arrive at a mutual
consensus, either Party will have the option to issue a written notice to
terminate the lease 50 (fifty) days poor to the expiry and or earlier
termination of the Term.
b All rental payments shall be addressed to Lessor at the address set forth
on page one (1) of this lease, or at such other place as Lessor may from
time to time designate by written notice to Lessee. The terms and
provisions of this Article shall survive the expiration or termination of
this lease as to all sums unpaid at such time.
c Notwithstanding anything to the contrary contained herein, the Lease Rent
shall be an absolutely NET LEASE RENT. The Lease/Rent per sq.ft for the
Demised Premises does not include charges (subject to tax deducted at
source) viz electricity charges/AC Charges/interest on delayed
payment/charges for using facilities in commercial areas, payable and due
by Lessee from time to time. By way of example and without limiting the
generality of the foregoing, it shall be the sole obligation and
responsibility of Lessee to pay all operational and maintenance charges,
service charges, sums/fee due in connection with the Demised Premises or
in connection with the occupation of the Demised Premises in the IT Park
to the concerned authorities/service providers within the due date.
d The Lessee shall deduct tax at source as may be applicable under law and
make all other statutory deductions as may be required to be made on all
payments to be made to the Lessors, and the Lessee shall provide Tax
Deduction at Source certificates to the Lessors at regular intervals.
e The Lessors shall acknowledge and give valid receipts for each and every
payment made by the Lessee to them and such receipts must be duly stamped
and signed by the Lessors, or their duly authorized agents, which shall be
conclusive proof of such payments.
f In the event the lessee is called upon by any governmental authority or
any financial or lending institutions to whom the Lessor owe any sums of
money, to pay the dues of the lessee from directly out of the lease
rentals, the lessee shall inform the Lessor of such demand and in the
event the Lessor does not cause the governmental authority or
financial or lending institutions above mentioned to retract their
request, the Lessee shall be permitted to make such payment directly to
such authorities and to recover such amounts so paid from the monthly rent
payable to the Lessor. It being clearly understood that any payments made
by the Lessee on behalf of the Lessor as set out herein and deducted from
the monthly rent shall not be deemed to be a breach of the terms of this
ARTICLE III - COVENANTS OF THE LESSOR
(i) The Lessor hereby covenants that it shall not lease out any portion
of the Premises of which the Demised Premises forms a part to any
other individual or organization whether a firm or a company engaged
in the business of medical transcription, medical billing and coding
during the subsistence of this Lease.
(ii) The Lessor further covenants that the Food Court forming part of the
premises of which the Demised Premises forms a part shall be ready
for use by the Lessee by 30th July 2005.
(iii) The Lessee to have a first right of refusal on the first floor of
the IT Park measuring approx.19,676 sq.ft. space forming part of the
premises of which the Demised Premises forms a part.
(iv) The Lessor shall allow use of facilities such as conference hail,
meeting rooms, library, indoor and outdoor playing courts, dormitory
suites, etc. at mutually agreed terms.
(v) The Lessor shall provide and maintain an elevator of 20 people
capacity for the exclusive use of the Lessee.
(vi) The Lessor shall allow installation of radio tower/boosters/dish and
equipment on the terrace of the Demised Premises/Premises with the
restriction that the same will not obstruct and disturb the general
appearance of the building housing the Demised Premises.
(vii) The Lessor shall do the interiors/fit-out as per the specification
of the Lessee on mutually agreed terms under a separate agreement
entered for this purpose.
(viii) The Lessor shall allow installation of the Lessee's A/C Chiller
plant on the terrace of the Demised Premises and the space thus
utilized will be part of the leasehold premises allotted to the
ARTICLE IV - POWER, WATER AND LAWFUL OCCUPATION
(i) The Lessor assures the Lessee as to the provision for bore well
water and electricity subject to the restriction imposed by the
local electricity board authorities. The Lessee requires a total
power of approximately 750 KVA with approximately 500 KVA during the
first year and the balance during the subsequent years for running
the business. The Lessor further agrees to provide
the grid power as stated above and also provide the necessary
infrastructure to enable the Lessee to install Diesel Generator/(s)
of sufficient capacity as the equivalent back-up power.
(ii) The Lessor shall maintain all installations at the site in a working
condition for normal usage so as to ensure there is 100% up-time and
no unscheduled down time on account of maintenance.
(iii) The Lessors assure the Lessee that they shall provide adequate
sanitary and sewage connections and separate pit on the premises of
sufficient capacity to handle the sewage disposal and periodic
removal of waste accumulation to ensure that no inconvenience is
caused to the Lessee and adhering to the pollution control norms
prescribed in this regard.
(iv) The Lessors assure the Lessee that they shall, as soon as the
Demised Premises is rendered fit for occupation, procure any and all
permits and clearances as may be necessary and legally required to
be obtained in order for the Lessee to take lawful possession and
remain in lawful occupation and use of the Demised Premises during
the term of this lease.
ARTICLE V - USE, INDEMNITY AND CONDITION OF DEMISED PREMISES
(i) The Lessee and/or only its subsidiaries or group companies may use
the Demised Premises for carrying out the activities of medical
transcription and any other activities that the lessee or its
affiliates are authorized to perform, and free access to the Demised
Premises shall be allowed to the persons/entities who are financiers
to the lessee and/or who have leased to the lessee any furniture,
fixtures and/or other equipment.
ARTICLE VI - SECURITY DEPOSIT
Lessee shall deposit a refundable a one time Interest-free security deposit
("Security Deposit") of Rs. 38,98,700/- (Rupees Thirty Eight Lakhs and Ninety
Eight Thousand and Seven Hundred only), representing monies equal to 10 months
Lease Rent. Lessor shall refund the Security Deposit at the time of Lessee's
vacating and handing over vacant peaceful possession of the Demised Premises at
the end of the lease period, and in any event within fourteen (14) days of such
vacating and handing over.
ARTICLE VII - OPERATION AND MAINTENANCE SERVICES
Lessor is under an obligation to maintain common areas and provide certain
amenities, facilities and services viz., lighting, security, housekeeping,
painting, etc. in discharge of its obligation (the "Operation and Maintenance
Services"), more particularly described in the Bylaws on the terms and
conditions hereinafter contained:
(i) Lessor shall be entitled to engage any person and/or entity under
contract from time to time in order to provide the Operation and
Maintenance Services to Lessee.
(ii) In addition to the Lease Rent and Security Deposit payable by Lessee
to Lessor as mentioned herein above, Lessee shall pay an operations
and maintenance fee exclusive of service tax if applicable
("Operation and Maintenance Fee") of Rs. 1,00/- per sq.ft per month
of the Demised Premises for the total area of 38,987/- sq.ft taken
on lease amounting to Rs.38,987/- (Rupees Thirty Seven Thousand and
Five Hundred and Sixty only), per month until the expiration and/or
earlier termination of the Term in return for the proper and full
provision of the Operation and Maintenance Services by Lessor to
Lessee, The Operation and Maintenance Fee shall be payable by the
Lessee at an annual compounded incremental rate of 5% per annum.
(iii) The Operations and Maintenance Fee shall become payable in advance
every month within the first ten (10) days of each calendar month
towards proportionate share in the cost of all the development,
usage, maintenance, administration and functioning of the IT Park as
listed in the Bylaws.
(iv) In the event of failure by Lessee to make payment of the amounts as
per this Lease Deed, then the same will be considered `as breach of
this Lease Deed and the consequences provided upon such breach shall
(v) In the event of Lessee failing to make payments, on or before the
10th day of each calendar month, the Lessor will issue a 10 days
notice (up to the 25th of respective month) and the payments due
shall be payable with 17% interest p.a. for any delay beyond the
15th day of the calendar month. In case the payment and the interest
due is not made before the 25th, Lessor shall be entitled to cease
to provide all Operation and Maintenance Services set out in the Bye
Laws. Lessor shall also be entitled to claim the dues with interest
in addition to the right to disconnect such services.
ARTICLE VIII - PARKING CHARGES
a Lessor shall allot, at the request of the Lessee, free car parking
facility within the premises of which the Demised Premises forms a part.
Slots will be allotted to the lessee in proportion to the super-built-up
office area leased by them and not less than 10,000 sq.ft. for car parking
and two wheeler parking, On request, however, the Lessor may provide
additional slots, both closed or open car parking, over and above the
slots allotted in proportion to office area as above. The Lessor, however,
reserves the right to withdraw the slots allotted in excess of the
proportionate entitlement discussed above from either open or closed
slots, at the Lessor's option in order to meet entitlements of other park
occupants as assessed by the Lessor.
b Lessor undertakes to maintain the said parking areas in the IT Park in a
clean, unobstructed and usable condition.
ARTICLE IX - OTHER CHARGES
Lessee will pay all sums due and payable as usage charges for consumption of
electricity for use of air-conditioning, lighting, computers etc., on actual
basis to Lessor or designated agencies and/or the service providers directly.
ARTICLE X - REAL PROPERTY TAXES
Payment of all property/ house and other taxes, assessments, cess and other
charges and all outgoing imposed or levied upon in respect of the Demised
Premises shall be the responsibility of Lessors at all times and the Lessee
shall have no liability whatsoever in this regard. However in the event that the
Lessors fails to pay such taxes or other dues the same shall be paid by the
Lessee , if it is so demanded by any authority under prior notice to the Lessor,
and the payments so made shall be deducted by the Lessee from the monthly rent
payable to the Lessors. It being clearly understood that any payments made by
the Lessee on behalf of the Lessors as set out herein and deducted from the
monthly rents shall not be deemed to be breach of the terms of this Deed.
ARTICLE XI - FURNITURE, FIXTURES AND FITTINGS
a It is hereby expressly agreed between the parties that the lessee shall
have the right during the currency of this lease to attach fixtures,
fittings in or upon the Demised Premises, carry out civil works and to do
all such acts and things as are necessary to bring about appropriate
improvements to the Demised Premises including and in particular those, of
which an exhaustive list is annexed hereto as Annexure A.
b With the exception of items of personal property, plant and machinery or
trade fixtures which are removable by Lessee, all the property of the
Lessor embedded to earth and improvements and installations made therein
shall become part of the Demised Premises on termination and/or expiration
of this lease.
c All Lessee's personal property and trade fixtures such as air
conditioners, diesel generators, UPS, fire protection systems and access
control systems, if any, installed by Lessee on the Demised Premises with
the prior permission of the Lessor (Lessor shall act reasonably in this
regard) shall remain the property of Lessee. It shall be removable at the
expiration or earlier termination of this lease, or any renewal or
extension thereof, provided further that in the event of such removal,
having repaired the damage caused by such removal. Lessee shall promptly
restore the Demised Premises to its original order and condition excepting
only ordinary wear and tear.
d The LESSEE can display its name board/s/signage on the SCHEDULE `B'
PREMISES of. size and Locations agreed by the LESSOR at the entrance hall
and above and near the main entrance, terrace of the SCHEDULE `B' PREMISES
subject to the rules and regulations in respect thereof and in the event
of any levy, fees or charges payable for the same shall be borne by the
LESSEE. However it is made clear such