THIS LEASE DEED executed at Coimbatore this day of 6th May 2005,
records, the intentions and understandings of M/s. RAMANANDA
and M/s. HealthScribe India Private Limited. ("Parties").
MIS. RAMANANDA ADIGALAR FOUNDATION, a charitable educational trust,
constituted under the Indian Trusts Act 1882 and registered as such
Registrar of Assurances, Coimbatore, having its registered office
College of Technology Campus, Coimbatore 641 006, represented by
one of its
trustees and Secretary, Prof. K. Arumugam, son of Mr. Krishnaswamy,
(which term expression shall unless repugnant to the context or
be deemed to include its successors, heirs, executors,
permitted assigns) OF THE ONE PART.
M/s. HealthScribe India Pvt Ltd, a company incorporated under the
Companies Act, 1956, having its registered office at One
Koramangala Block 8, Bangalore - 560095 represented by its Managing
Mr. Suresh Nair, son of Mr. N.K. Sivasankaran, "Lessee" (which term
shall unless repugnant to the context or meaning thereof be deemed
o include its
successors, heirs, executors and administrators) OF THE OTHER
WHEREAS Lessor declares, confirms and represents that it is the
of the land and buildings on survey number 333 situated at
Coimbatore 641 006, Tamilnadu as more particularly described to
Schedule - A
hereunder and has full, valid and requisite authority and power to
this Lease Deed to lease the Demised Premises (defined below) to
The Lessors further declares, confirms and represents that they has
statutory clearances pertaining to the construction and occupancy
The Lessor represents that no other person has any claim or right,
interest or share in the Demised Premises and that, there is no
bar to grant of this lease by the Lessor under any law, order,
contract and that the demised premises is not subject to
attachment, court or
WHEREAS Lessor has developed the infrastructure facility to be used
information technology park (IT Park) under an agreement with
TECHNOLOGY PARK OF INDIA, Chennai (An autonomous society under
India, Department of Information Technology, Ministry of
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
WHEREAS all the services to the open spaces, common areas, common
specialized and descriptive services provided in the IT Park shall
controlled, maintained and managed by
the Lessor and/or a operation and maintenance agency appointed by
Lessee shall not interfere with the same.
WHEREAS Lessee after viewing the building plans and the Demised
sought lease of the Deemed Premises in the IT Park and Lessor has
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
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
(applicable to the IT Park and attached hereto as Exhibit II, the
signed by Lessee and any amendments thereto (such amendments to be
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
use as IT and ITES operations and for no other purpose unless
expressly approve of such use in advance in writing.
NOW THIS LEASE DEED W1TNESSETH AS FOLLOWS:
ARTICLE I - TERM
The tenure of this lease shall be for an initial term of ten (10)
from 1st May 2005 to 30th April 2015 both days inclusive,
any extension as specified under Article 11(a) (the "Term ).
for the deemed premises will commence from 1st July 2005.
the event Lessee wishes to terminate this Lease Deed prior to
of the term prior to the 240 month then Lessee will have to
entire Security Deposit (defined in Article III below) and
will not be liable to return the said Security Deposit
the event Lessee wishes to terminate this lease prior to the
of the lease
Term after the 24th month but prior to the 30th month then
will fore go 50% of the Security Deposit and Lessor will not be
return the said 50% of the Security Deposit. After thirty
is terminable on either side by giving six months notice. The
shall automatically terminate at the end of the Term unless
accordance with Article 11(a).
The lease shall be renewable by mutual consent of the Parties for
further period after
the expiration of the initial Term of ten years for
separate lease deed will be executed. Lessee shall have the
renewing the lease for further period on expiration of the
subject to provisions contained under Article 11(a).
ARTICLE II - LEASE RENT
Lessee agrees to pay lease rent ("Lease Rent") at the rate of
10.00/-(Rupees Ten only) per sq.ft per month of the Demised
area of 38,987 sq ft taken on lease amounting to a total lease
month of Rs.3,89,87O/- (Rupees Three Lakhs Eighty Nine Thousand
Hundred and Seventy only), and the same shall be paid in advance
payable in favor of RAMANANDA ADIGALAR FOUNDATION on or before
of each calendar month. The Lease Rent during the Term will be
an annual increment of 333% per sq.ft per month. In the event
extension of the Term for a further period beyond the initial Term
years, the Lease Rent payable by the Lessee shall be determined
consent with Lessor. The process of finalizing the Lease Rent
commence six (6) months prior to the expiry of Term. Lessor and
shall arrive at the mutual consensus with reference to the
the other terms within sixty (60) days prior to the expiry of
Term. In the event the Parties are unable to arrive at a mutual
either Party will have the option to issue a written notice to
the lease 50 (fifty) days poor to the expiry and or earlier
termination of the Term.
All rental payments shall be addressed to Lessor at the address set
one (1) of this lease, or at such other place as Lessor may
time designate by written notice to Lessee. The terms and
of this Article shall survive the expiration or termination of
as to all sums unpaid at such time.
Notwithstanding anything to the contrary contained herein, the
an absolutely NET LEASE RENT. The Lease/Rent per sq.ft for the
Premises does not include charges (subject to tax deducted at
viz electricity charges/AC Charges/interest on delayed
payment/charges for using facilities in commercial areas, payable
from time to time. By way of example and without limiting the
of the foregoing, it shall be the sole obligation and
responsibility of Lessee to pay all operational and maintenance
charges, sums/fee due in connection with the Demised Premises
connection with the occupation of the Demised Premises in the IT
concerned authorities/service providers within the due date.
The Lessee shall deduct tax at source as may be applicable under
other statutory deductions as may be required to be made on all
to be made to the Lessors, and the Lessee shall provide Tax
at Source certificates to the Lessors at regular intervals.
The Lessors shall acknowledge and give valid receipts for each and
made by the Lessee to them and such receipts must be duly
by the Lessors, or their duly authorized agents, which shall be
proof of such payments.
the event the lessee is called upon by any governmental authority
financial or lending institutions to whom the Lessor owe any sums
pay the dues of the lessee from directly out of the lease
the lessee shall inform the Lessor of such demand and in the
Lessor does not cause the governmental authority or
or lending institutions above mentioned to retract their
the Lessee shall be permitted to make such payment directly to
authorities and to recover such amounts so paid from the monthly
the Lessor. It being clearly understood that any payments made
Lessee on behalf of the Lessor as set out herein and deducted
monthly rent shall not be deemed to be a breach of the terms of
ARTICLE III - COVENANTS OF THE LESSOR
hereby covenants that it shall not lease out any portion
of the Premises of which the Demised Premises forms a part to
other individual or organization whether a firm or a company
in the business of medical transcription, medical billing and
subsistence of this Lease.
The Lessor further
covenants that the Food Court forming part of the
premises of which the Demised Premises forms a part shall be
for use by the Lessee by 30th July 2005.
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
premises of which the Demised Premises forms a part.
The Lessor shall allow
use of facilities such as conference hail,
meeting rooms, library, indoor and outdoor playing courts,
suites, etc. at mutually agreed terms.
The Lessor shall
provide and maintain an elevator of 20 people
capacity for the exclusive use of the Lessee.
The Lessor shall allow
installation of radio tower/boosters/dish and
equipment on the terrace of the Demised Premises/Premises with
restriction that the same will not obstruct and disturb the
appearance of the building housing the Demised Premises.
Lessor shall do the interiors/fit-out as per the specification
of the Lessee on mutually agreed terms under a separate
entered for this purpose.
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
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
power of approximately 750 KVA with approximately 500 KVA during
first year and the balance during the subsequent years for
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
of sufficient capacity as the equivalent back-up power.
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
no unscheduled down time on account of maintenance.
Lessors assure the Lessee that they shall provide adequate
sanitary and sewage connections and separate pit on the premises
sufficient capacity to handle the sewage disposal and periodic
removal of waste accumulation to ensure that no inconvenience
caused to the Lessee and adhering to the pollution control
prescribed in this regard.
The Lessors assure the
Lessee that they shall, as soon as the
Demised Premises is rendered fit for occupation, procure any and
permits and clearances as may be necessary and legally required
be obtained in order for the Lessee to take lawful possession
remain in lawful occupation and use of the Demised Premises
the term of this lease.
ARTICLE V - USE, INDEMNITY AND CONDITION OF DEMISED PREMISES
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
Premises shall be allowed to the persons/entities who are
to the lessee and/or who have leased to the lessee any
fixtures and/or other equipment.
ARTICLE VI - SECURITY DEPOSIT
Lessee shall deposit a refundable a one time Interest-free security
("Security Deposit") of Rs. 38,98,700/- (Rupees Thirty Eight Lakhs
Eight Thousand and Seven Hundred only), representing monies equal
to 10 months
Lease Rent. Lessor shall refund the Security Deposit at the time of
vacating and handing over vacant peaceful possession of the Demised
the end of the lease period, and in any event within fourteen (14)
days of such
vacating and handing over.
VII - OPERATION AND MAINTENANCE SERVICES
Lessor is under an obligation to maintain common areas and provide
amenities, facilities and services viz., lighting, security,
painting, etc. in discharge of its obligation (the "Operation and
Services"), more particularly described in the Bylaws on the terms
conditions hereinafter contained:
Lessor shall be
entitled to engage any person and/or entity under
contract from time to time in order to provide the Operation
Maintenance Services to Lessee.
In addition to the
Lease Rent and Security Deposit payable by Lessee
to Lessor as mentioned herein above, Lessee shall pay an
and maintenance fee exclusive of service tax if applicable
("Operation and Maintenance Fee") of Rs. 1,00/- per sq.ft per
of the Demised Premises for the total area of 38,987/- sq.ft
on lease amounting to Rs.38,987/- (Rupees Thirty Seven Thousand
Five Hundred and Sixty only), per month until the expiration
earlier termination of the Term in return for the proper and
provision of the Operation and Maintenance Services by Lessor
Lessee, The Operation and Maintenance Fee shall be payable by
Lessee at an annual compounded incremental rate of 5% per
Operations and Maintenance Fee shall become payable in advance
every month within the first ten (10) days of each calendar
towards proportionate share in the cost of all the development,
usage, maintenance, administration and functioning of the IT Park
listed in the Bylaws.
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
this Lease Deed and the consequences provided upon such breach
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
notice (up to the 25th of respective month) and the payments
shall be payable with 17% interest p.a. for any delay beyond
15th day of the calendar month. In case the payment and the
due is not made before the 25th, Lessor shall be entitled to
to provide all Operation and Maintenance Services set out in the
Laws. Lessor shall also be entitled to claim the dues with
in addition to the right to disconnect such services.
ARTICLE VIII - PARKING CHARGES
Lessor shall allot, at the request of the Lessee, free car
within the premises of which the Demised Premises forms a part.
be allotted to the lessee in proportion to the super-built-up
area leased by them and not less than 10,000 sq.ft. for car
wheeler parking, On request, however, the Lessor may provide
slots, both closed or open car parking, over and above the
allotted in proportion to office area as above. The Lessor,
the right to withdraw the slots allotted in excess of the
proportionate entitlement discussed above from either open or
the Lessor's option in order to meet entitlements of other park
as assessed by the Lessor.
Lessor undertakes to maintain the said parking areas in the IT Park
unobstructed and usable condition.
ARTICLE IX - OTHER CHARGES
Lessee will pay all sums due and payable as usage charges for
electricity for use of air-conditioning, lighting, computers etc.,
basis to Lessor or designated agencies and/or the service providers
ARTICLE X - REAL PROPERTY TAXES
Payment of all property/ house and other taxes, assessments, cess
charges and all outgoing imposed or levied upon in respect of the
Premises shall be the responsibility of Lessors at all times and
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