THIS LEASE DEED is executed at Chennai this 01st day of February, 2006
Transpacific Business Service Private Limited , a company registered under the provisions of the Companies Act, 1956 and having its registered office at 1005, Maker Chambers V, Nariman Point, Mumbai 400 021 and represented herein by its Authorised Signatories Mr. C S Ilangovan, Director, Mr. Dipesh Desai Chief Accounts Officer and Mr. Salai Kumaran, Chief operating Officer, each of them duly authorized severally in this behalf by a Board Resolution dated 20 th January 2006, hereinafter referred to as the “LESSOR” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part;
At Road Software India Private Limited , a company incorporated under the provisions of the Companies Act 1956 and having its offfice currently at Third Floor, ELNET Software City, CPT Road, Taramani, Chennai - 600-113 and represented herein by its authorized signatory, Mr. Rajan S. Aiyer, and duly authorized in this behalf by a Board Resolution dated February 1, 2006, hereinafter referred to as the “LESSEE” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors-in-interest and assigns) of the Other Part :
NOW THIS LEASE DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
2. Lease Rentals : The Lessee shall pay to the Lessor as lease rent for the use and occupation of the said Premises @ Rs. 50/- per sq. ft. per month in respect of 37,910 Square Feet super built-up areas as specified in the First Schedule hereunder written, payable in advance by 5 th day of every English calendar month after deducting Income Tax at source, as applicable
3. Escalation : Subject to Clause 4 below. Lease rentals shall escalate @ 3% cumulative every year, including on further renewals. Therefore, the yearly lease rentals from 1 st February, 2007 onwards shall be as mentioned in the Third Schedule hereunder written.
4. Revision of Lease Rentals : Above Lease Rentals shall be mutually renegotiated during the subsistence of this Lease Deed if the rentals in TIDEL Park fluctuates plus or minus 20% of its existing or the then prevailing rentals and such derived / new rentals shall be in force for the balance tenure of the Lease and the subsequent escalations / deductions shall be paid on such derived / new rentals.
5. Delay in Payments : Subject to the provisions of Clause 21 below, if the Lessee fails to pay the rentals as aforesaid, for a continuous period of three months, it will have to immediately vacate the said premises. Provided that in the event of the Lessee failing to pay the rental for any month as agreed, the Lessee shall pay interest on the unpaid amount at the rate of 15 % till payment without prejudice to the right of the Lessor to obtain the vacant possession of the premises in case of failure to pay the rent for a continuous period of three months.
6. Security Deposit : The Lessee has paid an Interest Free Security Deposit of Rs. 1,51,64,000/- (Rupees One Crore Fifty One Lakhs Sixty Four Thousand only) on or prior to signing of this Lease Deed and the Lessor has thereupon handed over the possession of the said Premises to the Lessee to hold, use and enjoy the said Premises in terms hereof.
7. Refund of Security Deposit : Subject to clause 21 below, this Security Deposit shall be refunded by the Lessor to the Lessee, upon the Lessee debonding the said Premises and the Lessee shall hand over the keys to the said Premises simultaneously upon expiry of the period of this Lease Deed or sooner determination thereof or upon expiry of the period of renewal thereof. If the Lessee is interested to hand over the said Premises and the Lessor does not refund the Security Deposit, the Lessee shall hold the said Premises as Security and will not be liable to pay the lease rent and other charges from that date till the date of the refund of the full Security Deposit with interest to the Lessee. In
addition to allowing the Lessee to continue to remain in possession of the said premises as aforesaid, the Lessor shall also pay interest on the Security Deposit at the rate of 15% from the date the Lessee was ready to handover the possession till the full refund. On the other hand, if the Lessor is ready to refund the full Security Deposit but the Lessee does not vacate the said Premises and handover the possession thereof to the Lessor, then the Lessee is liable to pay twice the prevailing lease rental per month till the Lessee vacates the premises and simultaneously with such vacation of the premises and debonding of the space Security Deposit shall be refunded by the Lessor to the Lessee Provided that the provisions hereinabove contained are without prejudice to the rights and remedies of the Lessor to take back the possession of the said premises and of the Lessee to receive the refund of the Security Deposit at the cost of the defaulting party.
8. Consumption Charges : The Lessee shall pay electricity and telephone charges on the actual basis directly to the authorities concerned as per the electricity and telephone bills received in respect of the said premises .
9. Taxes and Statutory Levies : The Lessor shall alone bear and pay all existing and future rates, taxes, cesses, assessments and other statutory levies by whatever name called including property tax and sewerage tax and payable in respect of the said Premises. In the event of the Lessor failing to pay any of the statutory levies aforesaid in time, the Lessee shall be entitled (but not bound to do so) to pay and discharge the same and to deduct the amounts paid by it from the monies payable to the Lessor.
10. Lock In Period : Except as provided herein, it has been expressly agreed by and between the parties hereto that neither party shall have the right to terminate the Lease hereby given for the initial period of 36 (Thirty six) months i.e. up to January 31, 2009 (“Lock In Period”). In the event that the Lessee terminates the lease under this Deed during the Lock In Period, the Lessee will pay the Lease rentals that will be payable under this Deed, for the unexpired portion of the Lock In Period and the Lessor shall refund to the Lessee the balance security deposit after deducting from it the rent for the unexpired lease term i.e. up to 31 st January 2009. Provided that if the security deposit is less than the amount of the lease rent payable by the Lessee to the Lessor, including the lease rent for the unexpired Lock-in-Period, the Lessee shall, simultaneously on vacating the Leased Premises but no later than fifteen (15) days from the date of such termination, pay the balance amount payable to the Lessor. Failure to pay so within the said time frame of fifteen (15) days, the Lessee shall be liable to pay as penal charges, an amount equal to twice the amount of the prevailing lease rent for the unexpired Lock-in-Period.
11. Lease Tenure : This Lease Deed shall be initially valid for a period of 36 (Thirty six) months commencing from February 1, 2006 and renewable at the option of the Lessee for a further two periods of 3 (three) years each. In case the lease is renewed, the lease rentals shall continue with the cumulative escalation as mentioned in Clause No. 3 & 4 above and each lease term shall be terminable by the Lessee by giving a three months written notice to the Lessor. It is agreed that each renewal option given to the Lessee shall be subject to the same terms and conditions as herein contained except the increase in rent as provided in Clauses 3 & 4 above and the subsequent Lock In Period which shall be agreed upon mutually at the time of such renewals. Further, after the Lessee has exhausted its option for renewal for two further terms of three years each, any further renewal shall be on mutually agreed terms.
12. Obstruction or Hindrance : The Lessee shall not in any manner obstruct or hinder the other occupants (i.e., other lessees) of the premises on the same floor or in th