1
EXHIBIT 10.8
DUPLICATE
[SEAL AND CERTIFICATION]
This Indenture made at Bombay on the 11th October, 1993 between the President
of India, hereinafter called "the Land Lord" (which expression shall unless the
context does not so admit include his successors in office and assigns) of the
One Part and SYNTEL SOFTWARE PVT. LTD. hereinafter referred to as "the tenant"
(in which expression are included, unless such inclusion is inconsistent with
the context of meaning thereof its/his/their heirs, executors, administrators
and assigns/its executors and assigns) of the Other Part.
WHEREAS by an Indenture of Lease, made at Bombay on the Twentieth day of
January, 1975 between the Maharashtra Industrial Development Corporation,
therein and hereinafter referred to as the Lessor of the One Part and the
Landlord of the Other Part the Lessor in consideration of the premises and of
the rent therein referred to and of the covenants and agreements on the part
of the Landlord, the Lessor did demise unto the Landlord all that piece of land
known as Plot No. F-1 in the Marol Industrial Area within the village limits of
Vyarawali, Parjapur, Kondivitta and Marol Taluka Andheri, District Bombay
Suburban Sub-Registration No. Sub District and
contd.
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[SEAL AND CERTIFICATION]
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and Registration District Bombay City and Bombay Suburban containing by
admeasurement 375013 square metres or thereabout and more particularly described
in the First Schedule thereunder written for use as Santacruz Electronics Export
Processing Zone, Government of India.
AND WHEREAS the Government of India have constituted a Santacruz Electronics
Export Processing Zone, hereinafter called the SEEPZ in the aforementioned
demised land for the purpose of encouraging the export industries in India and
for earning foreign exchange on the export of various kinds of electronics and
gem and jewellery items from the SEEPZ in the interest of the national economy
by establishing industrial units in the said zone;
AND WHEREAS the landlord has constructed a building known as Standard Design
Factory hereinafter referred to as the said building on a portion of the land
demised to the Landlord under the aforementioned lease for the purpose of
allotting the same to the various entrepreneurs carrying on business of
manufacturing and/or processing articles, things, materials components and
instruments relating to the industries of electronics.
AND WHEREAS the tenant has approached the Landlord for demising to it him/them
a portion of the said building on ground floor, constructed and/or erected on
Plot No. F-1 in the Marol Industrial Area within the village limits of
Vyarawali, Parjapur, Kondivita and Maral Taluka Andheri District Bombay Suburban
Sub-Registration No. Sub District and Registration District Bombay City and
Bombay Suburban containing by admeasurement 375013 square metres of thereabouts
to establish manufacturing/processing establishment for the manufacture of
articles things, materials, components and instruments relating to the
electronics industries on the terms and conditions hereinafter contained and to
grant to it/him/them all facilities and variety of concessions:
Contd. ....3/-.
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[SEAL AND CERTIFICATION]
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AND WHEREAS the Landlord has agreed, to let out a portion of the said building,
admeasuring about 7825 sq. ft. equivalent to 751 sq. metres or thereabout on the
First floor of the said building at the concessional rent of Rs 15,646/- per
month for a terms of five years upon the terms and conditions hereinafter
contained:
AND WHEREAS it has been agreed by and between the parties hereto that the stamp
duty and registration charges shall be borne and paid by the Landlord.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS:
1. In consideration of the premises and of various facilities and a variety
of concessions made available to the Tenant and the concessional rent hereby
reserved and of the covenants and agreements on the part of the Tenant
hereinafter contained, the Landlord doth hereby demise to the Tenant
to HOLD the said premises hereunder expressely demised unto the
Tenant for the term of Five Years computed from the 1st day of Month & year of
possession paying therefor the yearly rental during the said term unto the
Landlord through Central Bank of India, SEEPZ Branch, as may be otherwise
required by the Landlord the said yearly rent of Rs. 1,87,750/- in advance
being the concessional rent by the Landlord without any deductions whatsoever:
The Tenant with intent to bind all persons into whatsoever hands the demised
premises may come doth hereby convenant with the Landlord as follows:
(a) During the said terms hereby created to pay unto the Landlord the said
rent and all other charges that may be fixed from time to time by the
Development Commissioner at the time on the days and in manner hereinbefore
appointed for payment thereof clear of all deductions,
Contd. ...4/-.
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[SEAL AND CERTIFICATION]
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(a) (a) Further, during the said terms, the Landlord may revise the said rent
even during the currency of this indenture on the following grounds:
1) To meet any increase in the maintenance costs.
2) To bring parity with the rents charged in respect of the premises similar
to the demised premises.
3) Any other exigencies which may necessitate the revision of the lease rent
during the currency of this indenture.
b) To pay all existing and future taxes, rates, assessments and outgoings of
every description for the time being payable either by Landlord or tenant or by
the occupier in respect of the demised premises and anything for the time being
thereon.
c) It is hereby agreed to declared that in the event the Landlord insures and
or keeps insured the building including the demised promises the tenant shall
be liable to pay to the Landlord the amount of the premium/premiums in the
proportion to the area of the demised premises within fifteen days of receipt
of notice by the Landlord for payments of the amount of premium/premiums and
that the tenant shall pay the same without objection provided always in the
event of dispute arising between Landlord and Tenant regarding the Liability of
the Tenant to pay the said amount of insurance premium. The decision of the
Development Commissioner shall be final and binding upon the Tenant.
(d) During the said term hereby agreed to manufacture electronic products as
authorised by the Development Commissioner from time to time.
(e) To commence production within two months from the date of taking possession
of premises.
(f) Not to manufacture/process any article things, materials, components and
instruments which do not in anyway relate to the Industry of Electronics.
Contd. ...5/-.
5
[SEAL AND CERTIFICATION]
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(g) To export the entire production (whether manufactured/processed) including
seconds to foreign countries in accordance with the provisions of the law
subject to such concessions and facilities as may be given by the Government to
the Tenant in the matter of the Customs duty, routing of applications or import
licenses, etc. and such other concessions as may be notified hereafter from time
to time. The disposal of the Wastes and Scrap material will be made with in the
prior permission and as per the instructions of the Development Commissioner.
(h) To submit from time to time to the Development Commissioner, Santacruz
Electronics Export Processing Zone (hereinafter referred to as the Development
Commissioner) plans and the scheme of the particular industry to be established
together with such other details as may be required.
(i) To furnish a legal undertaking as may be prescribed for the fulfillment of
export obligations set out in their application for setting up industries in
the Zone.
(j) To make exports of items of electronics to the levels indicated in the
phased manufacturing programme projected in the application submitted to the
SEEPZ Board for setting up an industry in the Zone and also to maintain the
value added approved by the Board.
(k) To arrange forwarding/clearance of manufactured/processed goods for export
or import of raw materials, spares and such another materials as are required
for manufacture/processing by the Development Commissioner or agencies
authorised by the Development Commissioner.
(i) Not to allow any of the products hereinafter for brevity's sake referred
to as "Electronics Products) manufactured/processed in SEEPZ produced by the
Tenant to enter or pass into and/or be sold in any market in India or anywhere
in India provided always that the Development Commissioner may permit the
Tenant to sell and/or dispose of the Electronics.
Contd. ...6/-.
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[SEAL AND CERTIFICATION]
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products to enter or pass into and/or be sold in any market in India or
anywhere in India.
(m) To sell or dispose of the electronics products manufactured/processed by
the Tenant in the local markets in India or as may be directed by the
Development Commissioner in the event the Development Commissioner considers
that the said products are essential or necessary for national defence or for
countering natural disaster or considered urgent and necessary for the national
economy upto payment as may be mutually agreed upon and that the Tenant shall
not be entitled to make any other claim for compensation for delivering the
products as aforesaid in any manner whatsoever.
(n) To observe and perform all the terms and conditions of the lease entered
into by the Landlord with the Maharashtra Industrial Development Corporation
with the Landlord dated the 20th day of January, 1975, which terms and
conditions of the said lease immediately aforementioned the Tenant are made
aware of before execution of these presents.
(o) To permit the Development Commissioner or his any officer duly authorised
by him at any time and without any prior notice being given to enter into and
upon the demised premises and to inspect the general state of the demised
premises and also the processing plant and machinery, etc. and the books of
account and other documents and vouchers concerning the electronic products
manufactured by the Tenant.
(p) Not to do or permit anything to be done or stored (except those required
for production of electronic products approved for manufacture in the demised
premises, which may be a nuisance, annoyance or disturbance to the owners,
occupiers or residents of other premises in the vicinity.
(q) To use the demised premises only for the purpose of manufacturing
processing or assembling electronic
Contd. ...7/-
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[SEAL AND CERTIFICATION]
:: 7 ::
products for export and other purposes incidental to the same and not to use
the said demised premises or any part thereof for any other purpose.
(r) Not to sublet, assign or part with the possession of the demised premises
or any part thereof without the prior consent in writing of the Development
Commissioner and subject to such terms and conditions as the Development
Commissioner may prescribe in granting the possession to the Tenant for the
transfer of the said demised premises or any part thereof as hereinbefore
mentioned.
(s) To intimate in writing the Development Commissioner within a fortnight of
the changes made or effected in the Corporate structure or the construction of
the Tenant.
(t) To submit the statements of accounts and such other details within such time
as may be stipulated by the Development Commissioner during the terms of these
presents giving all the necessary particulars as may be required by the
Development Commissioner.
(u) To allow the persons and vehicles entering and leaving SEEPZ to be examined
by the Staff of the Development Commissioner for the purpose of checking that
no products or any materials manufactured in the demised premises are removed
in the manner not authorized by these presents.
(v) Not to make any alternations, changes or additions in the demised premises
except with the written previous permission of the Development Commissioner and
in accordance with the directions that the Development Commissioner may
prescribe and in accordance with the plans approved by the Development
Commission and the rules, byelaws and regulations of the Bombay Municipal
Corporation or any other authority prescribed by the law.
(w) Not to cause any annoyance or hindrance to the other tenants of the
Landlord and to so conduct the activities which will imede the other tenants
of the Landlord in manufacturing or processing the electronic products AND in
the event the
Contd. ...8/-
8
[SEAL AND CERTIFICATION]
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Tenant experiences or finds any difficulty in conducting its/his/their business
and/or activities connected therewith smoothly and efficiently by reason of the
user of the said building or any portion thereof by the other tenants of the
Building the same shall be referred to the Development Commissioner and any
directions or orders issued by the Development Commissioner in relation thereto
shall be complied by the Tenant.
(x) To observe and perform all rules and regulations prescribed under the
Labour Legislation such as Industrial Dispute Act, Workmen's Compensation Act,
payment of Wages Act, Minimum Wages Act or any other statuttes governing the
relationship of the employees and employer's including the Factories Act and
Fatal Accidents Act.
(y) If the said rent hereby reserved shall be in arrears for the space of 30
days whether the same shall have been legally demanded or not or if within a
period of three months from the date of the commencement of the Tenancy the
entire demised premises are not utilised for the purpose for which the same has
been demised or if the Tenant ceases to manufacture items of electronics
products for a period of six continuous months for whatever cause arising,
including a strike, lock-out or any injunction the Court in any sort of
litigation, if and whenever there shall be a breach of any of the covenants and
conditions herein before set out or referred or if the tenant fails to make
exports to the level projected in the application submitted to the Government
for approval of the project or to maintain the value added approved by the
Government for the project or the Tenant becoming insolvent or is wound up or
amalgamated or merged with other body corporate or otherwise pursuant to the
Court's orders or under the provisions law then in force or under any
agreement entered into by the Tenant, the Landlord may re-enter upon any part
of the demised premises in the name of the whole and thereupon the sub-demise
hereby granted shall absolutely cease and determine and in the case, no
compensation shall be payable to the Tenant on account of any structural
Contd. ...9/-
9
[SEAL AND CERTIFICATION]
:: 9 ::
Alternations or improvements made or carried out in the said premises PROVIDED
ALWAYS that the Landlord shall in addition to the right of determination of this
Tenancy and to effect re-entry as mentioned aforesaid be entitled to recover as
and by way of compensation such amount as may be considered by the Landlord as
appropriately recoverable from the Tenant in the event the Tenant were not given
or granted all those various concessions and variety of facilities.
(y-2) If the said rent hereby reserved shall be in arrears for a period of 30
days whether the same shall have been legally demanded or not. The Development
Commissioner may take steps to recover the arrears of rent as arrears of land
revenue.
(z) At the expiration or sooner determination of the said term quietly to
deliver upto the Landlord the demised premises after removing the partitions and
fittings and fixtures pertaining thereto any alterations, changes or additions
erected on the demised premises by the Tenant and such removal should
be done without in any way damaging or defacing the premises and such delivery
should be given within a period of Sixty days after the expiration or sooner
determination of the said term PROVIDED ALWAYS that in the event the Tenant
fails to deliver vacant and peaceful possession of the demised premises
as aforesaid, the said partitions and fittings and fixtures and any
alterations, changes or additions as aforesaid on the expiry of the
aforementioned period shall belong to the Landlord and the Tenant shall not be
entitled to claim any compensation or raise any dispute in respect thereof
PROVIDED ALWAYS that in the event the fixtures, etc. as aforesaid, the Landlord
shall pay to the Tenant compensation thereof as may be determined by the
Development Commissioner and the Tenant shall not be entitled to raise any
objection against such retention and/or the valuation determined by the said
Development Commissioner, as aforesaid, PROVIDED ALWAYS that
Contd. ...10/-
10
[SEAL AND CERTIFICATION]
:: 10 ::
the Tenant shall continue to be liable to pay compensation for the period of
unauthorized occupation of the said premises till the date Tenant hands over
vacant and peaceful possession of the demised premises at such rate as may be
charged by the Landlord.
(a) (a) The Landlord both hereby convenant with the Tenant that the Tenant
paying the rent hereby reserved and performing the covenants hereinbefore on
the Tenant's part contained shall and may peaceable enjoy the demised premises
for the said term hereby granted without any interruption or disturbance from
or by the Landlord or any persons lawfully claiming by from or under Landlord.
(a) (b) All disputes and differences arising out of or in any way touching or
concerning these persents (except as to any matters the decision of which is
left to the sole discretion of the said DEVELOPMENT COMMISSIONER, as specially
provided for in these presents) shall be referred to the arbitration of two
arbitrators, one each to be appointed by the respective parties to these
presents. The arbitrators so appointed shall appoint an Umpire in the manner
provided in the Arbitration Act, 1940. It will be no objection that the person
appointed as Arbitrator on behalf of the Sub-Lessor is or was an employee of
the Govt. that he had to deal with the matters to which the Tenancy herein
relates and/or that in the course of his duties as such employee of the Govt.
he had expressed a view on all or any of the matters in dispute or difference.
In the event of either or both of arbitrators dying, neglecting or refusing to
act or resigning or being unable to act for any reason, the substitute(s) to be
appointed by the concerned parties shall be entitled to proceed with the
reference from the stage at which it was left by the previous
Arbitrator/Arbitrators. The cost in connection with the artibtration shall be
in the discretion of the Arbitrators who may make a suitable provision for the
same in their award. Subject to the aforesaid, the provisions of Arbitration
Act, 1940 and the Rules thereunder and
Contd. ...11/-
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[SEAL AND CERTIFICATION]
:: 11 ::
any statutory modifications thereof for the time being in force shall apply to
the arbitration proceedings under this clause.
(a) (c) If the Tenant shall have duly performed and observed the covenants and
conditions on the part of the Tenant herein before contained and shall at the
end of the said term hereby granted by desirous of receiving a new Tenancy of
the demised premises and of such desire shall give notice in writing to the
Landlord before the expiration of the term hereby granted the Landlord shall
and will at the cost and expenses in every respect of the Tenancy grant to the
Tenant a new Tenancy of the demised premises for a futher terms of five years
of payment of yearly rent as may be determined by the Landlord AND WITH
covenants, provisos and stipulations hereinbefore contained expected is
provision for renewal and such new Tenancy shall contain in lieu of this clause
a covenant that at the end of the said renewed term of five years, the Landlord
shall at the like cost and expense grant to the Tenant further renewals and
that every such renewal shall be fore such terms and subject to such covenants,
provisos and stipulations.
The cost of an in connection with arbitration shall be in the discretion of the
Arbitrator who may make a suitable provision for the same in his award.
Subject as aforesaid, the Arbitration Act, 1940, shall apply to the arbitration
proceedings under this clause.
FIRST SCHEDULE
(Description of Land)
All that piece of parcel of land known as Plot No. F-1, in the Marol Industrial
Area within the village limits of Parajapur, Kondivita, Marol and Vyaravali,
Taluka Andheri and now in the Registration Sub-District and District of Bombay
Suburban, containing by a measurement 3,75,013 sq. mtrs. or thereabouts, that
is to say:
Contd. ...12/-
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[SEAL AND CERTIFICATION]
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On or towards the North by Road and Aarey Milk Colony Land.
On or towards the South by Road
On or towards the East Pipe Line and
Aarey Milk Colony land and on or towards the
West by Road.
SIGNED, SEALED AND DELIVERED
BY SHRI X. X. Xxxxxxxxx
Development Commissioner,
Santacruz Electronics Export Processing Zone,
On behalf of President of India in the presence of:
1. [sig]
-----------------------
[sig]
-----------------------
2. [sig]
-----------------------
[sig]
-----------------------
SIGNED, SEALED AND DELIVERED
by the abovenamed Licensee
in the presence of:
1. Signature 2. Signature
------------------------- --------------------
Name Name
------------------------- --------------------
Address Address:
------------------------- --------------------
The common Seal of the abovenamed Licensee was, pursuant to a resolution of its
Board of Directors passed in that behalf of the day of 19
affixed hereto in the presence of:
********
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DUPLICATE
Receipt No. 55063 Date 19-1-93
No 41751921908615
General Stamp
Bombay 25-1-93
CERTIFIED under Section 32, clause (2)
of the Bombay Stamp Act. 1935 that
this instrument is exempt from stamp
duty.
[SEAL]
COLLECTION
This Indenture made at Bombay on the 18th January, 1993, between the President
of India, hereinafter called "the Land Lord" (which expression shall unless the
Context does not so admit include his successors in office and assigns) of the
One Part and SYNTEL SOFTWARE PRIVATE LIMITED hereinafter referred to as "the
tenant" (in which expression are included, unless such inclusion is
inconsistent with the context of meaning thereof its/his/their heirs,
executors, administrators and assigns/its executors and assigns) of the Other
Part.
WHEREAS by an Indenture of Lease made at Bombay on the Twentieth day of
January, 1975 between the Maharashtra Industrial Development Corporation,
therein and hereinafter referred to as the Lessor of the One Part and the
Landlord of the Other Part the Lessor in consideration of the premises and of
the rent therein referred to and of the covenants and agreements on the part
of the Landlord, the Lessor did demise unto the Landlord all that piece of
land known as Plot No. F-1 in the Marol Industrial Area within the village
limits of Vyarawali, Parjapur, Kondivitta and Marol Taluka Andheri, District
Bombay Suburban Sub-Registration No. Sub District and
contd.
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[SEAL]
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and Registration District Bombay City and Bombay Suburban containing by
admeasurement 375013 square metres or thereabout and more particularly
described in the First Schedule thereunder written for use as Santacruz
Electronics Export Processing Zone, Government of India.
AND WHEREAS the Government of India have constituted a Santacruz Electronics
Export Processing Zone, hereinafter called the SEEPZ in the aforementioned
demised land for the purpose of encouraging the export industries in India and
for earning foreign exchange on the export of various kinds of electronics and
gem and jewellery items from the SEEPZ in the interest of the national economy
by establishing industrial units in the said zone:
AND WHEREAS the landlord has constructed a building known as Standard Design
Factory hereinafter referred to as the said building on a portion of the land
demised to the Landlord under the aforementioned lease for the purpose of
allotting the same to the various entrepreneurs carrying on business of
manufacturing and/or processing articles, things, materials components and
instruments relating to the industries of electronics.
AND WHEREAS the tenant has approached the Landlord for demising to it him/them
a portion of the said building on ground floor, constructed and/or erected on
Plot No. F-1 in the Marol Industrial Area within the village limits of
Vyarawali, Parjapur, Kondivita and Marol Taluka Andheri District Bombay
Suburban Sub-Registration No. Sub District and Registration District Bombay City
and Bombay Suburban containing by admeasurement 375013 square metres of
thereabouts to establish manufacturing/processing establishment for the
manufacture of articles things, materials, components and instruments relating
to the electronics industries on the terms and conditions hereinafter contained
and to grant to it/him/them all facilities and variety of concessions:
Contd. .....3/-.
15
[SEAL]
:: 3 ::
AND WHEREAS the Landlord has agreed, to let out a portion of the said building,
admeasuring about 3443 sq. ft. equivalent to 320sq.metres or thereabout on the
2nd floor of the said building at the concessional rent of Rs 6667/- per month
for a terms of five years upon the terms and conditions hereinafter
contained:
AND WHEREAS it has been agreed by and between the parties hereto that the stamp
duty and registration charges shall be borne and paid by the Landlord.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS:
1. In consideration of the premises and of various facilities and a
variety of concessions made available to the Tenant and the concessional rent
hereby reserved and of the covenants and agreements on the part of the Tenant
hereinafter contained, the Landlord doth hereby demise to the Tenant to HOLD
the said premises hereunder expressly demised unto the Tenant for the term of
Five Years computed from the 1st day of Month & year of possession paying
therefor the yearly rental during the said term unto the Landlord through
Central Bank of India. SEEPZ Branch, as may be otherwise required by the
Landlord the said yearly rent of Rs. 40,000/-in advance being the concessional
rent by the Landlord without any deductions whatsoever:
The Tenant with intent to bind all persons into whatsoever hands the demised
premises may come doth hereby covenant with the Landlord as follows:
(a) During the said terms hereby created to pay unto the Landlord the said
rent and all other charges that may be fixed from time to time by the
Development Commissioner at the time on the days and in manner hereinbefore
appointed for payment thereof clear of all deductions,
Contd. ....4/-.
16
[SEAL]
:: 4 ::
(a) (a) Further, during the said terms, the Landlord may revise the said
rent even during the currency of this indenture on the following grounds:
1) To meet any increase in the maintenance costs.
2) To bring parity with the rents charged in respect of the premises
similar to the demised premises.
3) Any other exigencies which may necessitate the revision of the lease
rent during the currency of this indenture.
b) To pay all existing and future taxes, rates, assessments and outgoings
of every description for the time being payable either by Landlord or tenant or
by the occupier in respect of the demised premises and anything for the time
being thereon.
c) It is hereby agreed to declared that in the event the Landlord insures
and or keeps insured the building including the demised premises the tenant
shall be liable to pay to the Landlord the amount of the premium/premiums in
proportion to the area of the demised premises within fifteen days of receipt
of notice by the Landlord for payments of the amount of premium/premiums and
that the tenant shall pay the same without objection provided always in the
event of dispute arising between Landlord and Tenant regarding the Liability
of the Tenant to pay the said amount of insurance premium. The decision of the
Development Commissioner shall be final and binding upon the Tenant.
(d) During the said term hereby agreed to manufacture electronic products
as authorised by the Development Commissioner from time to time.
(e) To commence production within two months from the date of taking
possession of premises.
(f) Not to manufacture/process any article things, materials, components
and instruments which do not in anyway relate to the Industry of Electronics.
Contd....5/-.
17
[SEAL]
:: 5 ::
(g) To export the entire production (whether manufactured/processed) including
seconds to foreign countries in accordance with the provisions of the law
subject to such concessions and facilities as may be given by the Government to
the Tenant in the matter of the Customs duty, routing of applications or import
licences, etc. and such other concessions as may be notified hereafter from
time to time. The disposal of the Wastes and Scrap material will be made with
in the prior permission and as per the instructions of the Development
Commissioner.
(h) To submit from time to time to the Development Commissioner, Santacruz
Electronics Export Processing Zone (hereinafter referred to as the Development
Commissioner) plans and the scheme of the particular industry to be established
together with such other details as may be required.
(i) To furnish a legal undertaking as may be prescribed for the
fulfillment of export obligations set out in their application for setting up
industries in the Zone.
(j) To make exports of items of electronics to the levels indicated in the
phased manufacturing programme projected in the application submitted to the
SEEPZ Board for setting up an industry in the Zone and also to maintain the
value added approved by the Board.
(k) To arrange forwarding/clearance of manufactured/processed goods for export
or import of raw materials, spares and such other materials as are required for
manufacture/processing by the Development Commissioner or agencies authorised
by the Development Commissioner.
(i) Not to allow any of the products hereinafter for brevity's sake referred
to as "Electronics Products) manufactured/processed in SEEPZ produced by the
Tenant to enter or pass into and/or be sold in any market in India or anywhere
in India provided always that the Development Commissioner may permit the
Tenant to sell and/or dispose of the Electronics
Contd. ....6/-.
18
[SEAL]
:: 6 ::
products to enter or pass into and/or be sold in any market in India or
anywhere in India.
(m) To sell or dispose of the electronics products manufactured/processed by
the Tenant in the local markets in India or as may be directed by the
Development Commissioner in the event the Development Commissioner considers
that the said products are essential or necessary for national defence or for
countering natural disaster or considered urgent and necessary for the national
economy upto payment as may be mutually agreed upon and that the Tenant shall
not be entitled to make any other claim for compensation for delivering the
products as aforesaid in any manner whatsoever.
(n) To observe and perform all the terms and conditions of the lease entered
into by the Landlord with the Maharashtra Industrial Development Corporation
with the Landlord dated the 20th day of January, 1975, which terms and
conditions of the said lease immediately aforementioned the Tenant are made
aware of before execution of these presents.
(o) To permit the Development Commissioner or his any officer duly authorised
by him at any time and without any prior notice being given to enter into and
upon the demised premises and to inspect the general state of the demised
premises and also the processing plant and machinery, etc. and the books of
account and other documents and vouchers concerning the electronic products
manufactured by the Tenant.
(p) Not to do or permit anything to be done or stored (except those required
for production of electronic products approved for manufacture in the demised
premises, which may be a nuisance, annoyance or disturbance to the owners,
occupiers or residents of other premises in the vicinity.
(q) To use the demised premises only for the purpose of manufacturing
processing or assemblibng electronic
Contd.......7/-.
19
[SEAL]
:: 7 ::
products for export and other purposes incidental to the same and not to use
the said demised premises or any part thereof for any other purpose.
(r) Not to sublet, assign or part with the possession of the demised premises
or any part thereof without the prior consent in writing of the Development
Commissioner and subject to such terms and conditions as the Development
Commissioner may prescribe in granting the possession to the Tenant for the
transfer of the said demised premises or any part thereof as hereinbefore
mentioned.
(s) To intimate in writing the Development Commissioner within a fortnight of
the changes made or effected in the Corporate structure or the construction of
the Tenant.
(t) To submit the statments of accounts and such other details within such
time as may be stipulated by the Development Commissioner during the terms of
these presents giving all the necessary particulars as may be required by the
Development Commissioner.
(u) To allow the persons and vehicles entering and leaving SEEPZ to be
examined by the Staff of the Development Commissioner for the purpose of
checking that no products or any materials manufactured in the demised premises
are removed in the manner not authorised by these presents.
(v) Not to make any alterations, changes or additions in the demised premises
except with the written previous permission of the Development Commissioner and
in accordance with the directions that the Development Commissioner may
prescribe plans approved by the Development Commissioner and the rules,
byelaws and regulations of the Bombay Muncipal Corporation or any other
authority prescribed by the law.
(w) Not to cause any annoyance or hindrance to the other tenants of the
Landlord and to so conduct the activities which will impede the other tenants
of the Landlord in manufacturing or processing the electronic products AND in
the event the
Contd. .......8/-.
20
[SEAL]
:: 8 ::
Tenant experiences or finds any difficulty in conducting its/his/their business
and/or activities connected therewith smoothly and efficiently by reason of the
user of the said building or any portion thereof by the other tenants of the
Building the same shall be referred to the Development Commissioner and any
directions or orders issued by the Development Commissioner in relation thereto
shall be complied by the Tenant.
(x) To observe and perform all rules and regulations prescribed under the
Labour Legislation such as Industiral Dispute Act, Workmen's Compensation Act,
payment of Wages Act, Minimum Wages Act or any other statuttes governing the
relationship of the employees and employers including the Factories Act and
Fatal Accidents Act.
(y) If the said rent hereby reserved shall be in arrears for the space of 30
days whether the same shall have been legally demanded or not or if within a
period of three months from the date of the commencement of the Tenancy the
entire demised premises are not utilised for the purpose for which the same has
been demised or if the Tenant ceases to manufacture items of electronics
products for a period of six continuous months for whatever cause arising,
including a strike, lock-out or any injunction the Court in any sort of
litigation, if and whenever there shall be a breach of any of the covenants and
conditions herein before set out or referred or if the tenant fails to make
exports to the level projected in the application submitted to the Government
for approval of the project or to maintain the value added approved by the
Government for the project or the Tenant becoming insolvent or is wound up or
amalgamated or merged with other body corporate or otherwise pursuant to the
Court's orders or under the provisions law then in force or under any agreement
entered into by the Tenant, the Landlord may re-enter upon any part of the
demised premises in the name of the whole and thereupon the sub-demise hereby
granted shall absolutely cease and determine and in the case, no compensation
shall be payable to the Tenant on account of any structural
Contd.....9/-.
21
[SEAL]
:: 9 ::
Alternations or improvements made or carried out in the said premises PROVIDED
ALWAYS that the Landlord shall in addition to the right of determination of
this Tenancy and to effect re-entry as mentioned aforesaid be entitled to
recover as and by way of compensation such amount as may be considered by
the Landlord as appropriately recoverable from the Tenant in the event the
Tenant were not given or granted all those various concessions and variety
of facilities.
(y-2) If the said rent hereby reserved shall be in arrears for a period of 30
days whether the same shall have been legally demanded or not, the Development
Commissioner may take steps to recover the arrears of rent as arrears of land
revenue.
(z) At the expiration or sooner determination of the said term quitely to
deliver upto the Landlord the demised premises after removing the partitions
and fittings and fixtures pertaining thereto any alternations, changes or
additions erected on the demised premises by the Tenant and such removal should
be done without in any way damaging or defacing the premises and such delivery
should be given within a period of Sixty days after the expiration or sooner
determination of the said term PROVIDED ALWAYS that in the event the Tenant
fails to deliver vacant and peaceful possession of the demised premises as
aforesaid, the said partitions and fittings and fixtures and any alterations,
changes or additions as aforesaid on the expiry of the aforementioned period
shall belong to the Landlord and the Tenant shall not be entitled to claim any
compensation or raise any dispute in respect thereof PROVIDED ALWAYS that in
the event the Landlord desires to retain the said partitions and fittings and
fixtures, etc. as aforesaid, the Landlord shall pay to the Tenant compensation
thereof as may be determined by the Development Commissioner and the Tenant
shall not be entitled to raise any objection against such retention and/or the
valuation determined by the said Development Commissioner, as aforesaid,
PROVIDED ALWAYS that
Contd. .......10/-.
22
[SEAL]
:: 10 ::
the Tenant shall continue to be liable to pay compensation for the period of
unauthorised occupation of the said premises till the date Tenant hands over
vacant and peaceful possession of the demised premises at such rate as may be
charged by the Landlord.
(a) (a) The Landlofd both hereby convenant with the Tenant that the Tenant
paying the rent hereby reserved and performing the covenants hereinbefore on
the Tenant's part contained shall and may peaceable enjoy the demised premises
for the said term hereby granted without any interruption or disturbance from
or by the Landlord or any persons lawfully claiming by from or under Landlord.
(a) (b) All disputes and differences arising out of or in any way touching or
concerning these persents (except as to any matters the decision of which is
left to the sole discretion of the said DEVELOPMENT COMMISSIONER, as specially
provided for in these presents) shall be referred to the arbitration of two
arbitrators, one each to be appointed by the respective parties to these
presents. The arbitrators so appointed shall appoint an Umpire in the manner
provided in the Arbitration Act, 1940. It will be no objection that the person
appointed as Arbitrator on behalf of the Sub-Lessor is or was an employee of
the Govt. that he had to deal with the matters to which the Tenancy herein
relates and/or that in the course of his duties as such employee of the Govt.
he had expressed a view on all or any of the matters in dispute or difference.
In the event of either or both of arbitrators dying, neglecting or refusing to
act or resigning or being unable to act for any reason, the substitute(s) to be
appointed by the concerned parties shall be entitled to proceed with the
reference from the stage at which it was left by the previous
Arbitrator/Arbitrators. The cost in connection with the arbitration shall be
in the discretion of the Arbitrators who may make a suitable provision for the
same in their award. Subject to the aforesaid, the provisions of Arbitration
Act, 1940 and the Rules thereunder and
Contd. .....11/-.
23
[SEAL]
:: 11 ::
any statutory modifications thereof for the time being in force shall apply to
the arbitration proceedings under this clause.
(a) (c) If the Tenant shall have duly performed and observed the covenants and
conditions on the part of the Tenant herein before contained and shall at the
end of the said term hereby granted by desirous of receiving a new Tenancy of
the demised premises and of such desire shall give notice in writting to the
Landlord before the expiration of the term hereby granted the Landlord shall
and will at the cost and expenses in every respect of the Tenancy grant to the
Tenant a new Tenancy of the demised premises for a further terms of five years
on payment of yearly rent as may be determined by the Landlord AND WITH
covenants, provisos and stipulations hereinbefore contained expected is
provision for renewal and such new Tenancy shall contain in lieu of this clause
a covenant that at the end of the said renewed term of five years, the Landlord
shall at the like cost and expense grant to the Tenant further renewals and
that every such renewal shall be for such terms and subject to such covenants,
provisos and stipulations.
The cost of an in connection with arbitration shall be in the discretion of the
Arbitrator who may make a suitable provision for the same in his award.
Subject as aforesaid, the Arbitration Act, 1940, shall apply to the arbitration
proceedings under this clause.
FIRST SCHEDULE
(Description of Land)
All that piece of parcel of land known as Plot No. F-1, in the Marol Industrial
Area within the village limits of Parajapur, Kondivita, Marol and Vyaravali,
Taluka Andheri and now in the Registration Sub-District and District of Bombay
and Bombay Suburban, containing by a measurement 3,75,013 sq. mtrs. or
thereabouts, that is to say:
Contd. .......12/-.
24
[SEAL]
:: 12 ::
On or towards the North by Road and Aarey Milk Colony Land.
On or towards the South by Road
On or towards the East Pipe Line and
Aarey Milk Colony land and on or towards the
West by Road.
SIGNED, SEALED AND DELIVERED X. X. Xxxxxxxxx
BY SHRI X.X. XXXXXXXXX, X. X. Xxxxxxxxx XXX
Development Commissioner Development Commissioner
Santacruz Electronics Export SEEPZ, Govt. of India.
Processing Zone, Ministry of Commerce,
On behalf of President of India Andheri (E), Bombay-96.
in the presence of:
1. SMT. X. XXXXXXX,
---------------------------
ESTATE MANAGER
---------------------------
X. Xxxxxxx
2. SMT. S.D. XXXXXX, Smt. X. XXXXXXX
--------------------------- ESTATE MANAGER
UDC, SEEPZ SDS SEEPZ GOVT. OF INDIA
--------------------------- MINISTRY OF COMMERCE
Andheri (E), Bombay-400 096.
SIGNED, SEALED AND DELIVERED
by the abovenamed Licensee For Syntel Software P. Ltd.
----------------------- N Saes
Director
in the presence of:
1. Signature Ropakuman K.A. 2. Signature MI Gushnan
------------------ ---------------
Name Xxxxxxxxx X.X. Name Xxxxxxx P.R.
------------------ ---------------
Address: B/6 Si Orndaz Address: Xx. 0, X.X. BHAGAT BLDG,
Achole Road, Dombivli (E).
Nallasspara (E). Thane Dist.
Thane Dist.
The common Seal of the abovenamed Licensee
was, pursuant to a resolution of its Board
of Directors passed in that behalf of the
day of 19
affixed hereto in the presence of:
********
25
DUPLICATE
RECEIPT NO. C2889 DATE 2-11-92
NO. 3085/92/6701/S
General Stamp Office
Bombay, 4-11-1992
CERTIFIED under Section 32, clause (2)
of the Bombay Stamp Act, 1935 that this
instrument is exempt from stamp duty.
[SIG]
4/11
[SEAL] COLLECTOR
This Indenture made at Bombay on the 2nd Nov. '92 between the President of
India, hereinafter called "the Land Lord" (which expression shall unless the
context does not so admit include his successors in office and assigns) of the
One Part and SYNTEL SOFTWARE PRIVATE LIMITED hereinafter referred to as "the
tenant" (in which expression are included, unless such inclusion is
inconsistent with the context of meaning thereof its/his/their heirs,
executors, administrators and assigns/its executors and assigns) of the Other
Part.
WHEREAS by an Indenture of Lease made at Bombay on the Twentieth day of
January, 1975 between the Maharashtra Industrial Development Corporation,
therein and hereinafter referred to as the Lessor of the One Part and the
Landlord of the Other Part the Lessor in consideration of the premises and of
the rent therein referred to and of the covenants and agreements on the part of
the Landlord, the Lessor did demise unto the Landlord all that piece of land
known as Plot No. F-1 in the Marol Industrial Area within the village limits of
Vyarawali, Parjapur, Kondivitta and Marol Taluka Andheri, District Bombay
Suburban Sub-Registration No. Sub District and
1
26
[SEAL]
:: 2 ::
and Registration District Bombay City and Bombay Suburban containing by
admeasurement 375013 square metres or thereabout and more particularly
described in the First Schedule thereunder written for use as Santacruz
Electronics Export Processing Zone, Government of India.
AND WHEREAS the Government of India have constituted a Santacruz Electronics
Export Processing Zone, hereinafter called the SEEPZ in the aforementioned
demised land for the purpose of encouraging the export industries in India and
for earning foreign exchange on the export of various kinds of electronics and
gem and jewellery items from the SEEPZ in the interest of the national economy
by establising industrial units in the said zone:
AND WHEREAS the landlord has constructed a building known as Standard Design
Factory hereinafter referred to as the said building on a portion of the land
demised to the Landlord under the aforementioned lease for the purpose of
allotting the same to the various entrepreneurs carrying on business of
manufacturing and/or processing articles, things, materials components and
instruments relating to the industries of electronics.
AND WHEREAS the tenant has approached the Landlord for demising to it him/them
a portion of the said building on ground floor, constructed and/or erected on
Plot No. F-1 in the Marol Industrial Area within the village limits of
Vyarawali, Parjapur, Kondivita and Marol Taluka Andheri District Bombay
Suburban Sub-Registration No. Sub District and Registration District Bombay
City and Bombay Suburban containing by admeasurement 375013 square metres of
thereabouts to establish manufacturing/processing establishment for the
manufacture of articles things, materials, components and instruments relating
to the electronics industries on the terms and conditions hereinafter contained
and to grant to it/him/them all facilities and variety of concessions:
Contd. ......3/-.
27
[SEAL]
:: 3 ::
AND WHEREAS the Landlord has agreed, to let out a portion of the said building,
admeasuring about 3443 sq.ft. equivalent to 320sq.metres or thereabout on the
ground floor of the said building at the concessional rent of Rs 6667/- per
month for a terms of five years upon the terms and conditions hereinafter
contained:
AND WHEREAS it has been agreed by and between the parties hereto that the stamp
duty and registration charges shall be borne and paid by the Landlord.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS:
1. In consideration of the premises and of various facilities and a variety of
concessions made available to the Tenant and the concessional rent hereby
reserved and of the covenants and agreements on the part of the Tenant
hereinafter contained, the Landlord doth hereby demise to the Tenant to HOLD
the said premises hereunder expressly demised unto the Tenant for the term of
Five Years computed from the 1st day of Month & year of possession paying
therefor the yearly rental during the said term unto the Landlord through
Central Bank of India, SEEPZ Branch, as may be otherwise required by the
Landlord the said yearly rent of Rs. 80,004/- in advance being the
concessional rent by the Landlord without any deductions whatsoever:
The Tenant with intent to bind all persons into whatsoever hands the demised
premises may come doth hereby convenant with the Landlord as follows:
(a) During the said terms hereby created to pay unto the Landlord the said
rent and all other charges that may be fixed from time to time by the
Development Commissioner at the time on the days and in manner hereinbefore
appointed for payment thereof clear of all deductions,
Contd. ....4/-.
28
[SEAL]
:: 4 ::
(a) (a) Further, during the said terms, the Landlord may revise the said rent
even during the currency of this indenture on the following gounds:
1) To meet any increase in the maintenance costs.
2) To bring parity with the rents charged in respect of the premises similar
to the demised premises.
3) Any other exigencies which may necessitate the revision of the lease rent
during the currency of this indenture.
b) To pay all existing and future taxes, rates, assessments and outgoings of
every description for the time being payable either by Landlord or tenant or by
the occupier in respect of the demised premises and anything for the time being
thereon.
c) It is hereby agreed to declared that in the event the Landlord insures and
or keeps insured the building including the demised premises the tenant shall
be liable to pay to the Landlord the amount of the premium/premiums in
proportion to the area of the demised premises within fifteen days of receipt
of notice by the Landlord for payments of the amount of premium/premiums and
that the tenant shall pay the same without objection provided always in the
event of dispute arising between Landlord and Tenant regarding the Liability of
the Tenant to pay the said amount of insurance premium. The decision of the
Development Commissioner shall be final and binding upon the Tenant.
(d) During the said term hereby agreed to manufacture electronic products as
authorised by the Development Commissioner from time to time.
(e) To commence production within two months from the date of taking
possession of premises.
(f) Not to manufacture/process any article things, materials, components and
instruments which do not in anyway relate to the Industry of Electronics.
Contd. .....5/-.
29
[SEAL]
:: 5 ::
(g) To export the entire production (whether manufactured/processed)
including seconds to foreign countries in accordance with the provisions of the
law subject to such concessions and facilities as may be given by the
Government to the Tenant in the matter of the Customs duty, routing of
applications or import licences, etc. and such other concessions as may be
notified hereafter from time to time. The disposal of the Wastes and Scrap
material will be made with in the prior permission and as per the instructions
of the Development Commissioner.
(h) To submit from time to time to the Development Commissioner, Santacruz
Electronics Export Processing Zone (hereinafter referred to as the Development
Commissioner) plans and the scheme of the particualr industry to be established
together with such other details as may be required.
(i) To furnish a legal undertaking as may be prescribed for the fulfillment
of export obligations set out in their application for setting up industries in
the Zone.
(j) To make exports of items of electronics to the levels indicated in the
phased manufacturing programme projected in the application submitted to the
SEEPZ Board for setting up an industry in the Zone and also to maintain the
value added approved by the Board.
(k) To arrange forwarding/clearance of manufactured/processed goods for
export or import of raw materials, spares and such other materials as are
required for manufacture/processing by the Development Commissioner or agencies
authorised by the Development Commissioner.
(i) Not to allow any of the products hereinafter for brevity's sake referred
to as "Electronics Products) manufactured/processed in SEEPZ produced by the
Tenant to enter or pass into and/or be sold in any market in India or anywhere
in India provided always that the Development Commissioner may permit the
Tenant to sell and/or dispose of the Electronics
Contd. ....6/-.
30
[SEAL]
:: 6 ::
products to enter or pass into and/or be sold in any market in India or
anywhere in India.
(m) To sell or dispose of the electronics products manufactured/processed by
the Tenant in the local markets in India or as may be directed by the
Development Comnmissioner in the event the Development Commissioner considers
that the said products are essential or necessary for national defence or for
countering natural disaster or considered urgent and necessary for the national
economy upto payment as may be mutually agreed upon and that the Tenant shall
not be entitled to make any other claim for compensation for delivering the
products as aforesaid in any manner whatsoever.
(n) To observe and perform all the terms and conditions of the lease entered
into by the Landlord with the Maharashtra Industrial Development Corporation
with the Landlord dated the 20th day of January, 1975, which terms and
conditions of the said lease immediately aforementioned the Tenant are made
aware of before execution of these presents.
(o) To permit the Development Commissioner or his any officer duly authorised
by him at any time and without any prior notice being given to enter into and
upon the demised premises and to inspect the general state of the demised
premises and also the processing plant and machinery, etc. and the books of
account and other documents and vouchers concerning the electronic products
manufactued by the Tenant.
(p) Not to do or permit anything to be done or stored (except those required
for production of electronic products approved for manufacure in the demised
premises, which may be a nuisance, annoyance or disturbance to the owners,
occupiers or residents of other premises in the vicinity.
(q) To use the demised premises only for the purpose of manufacturing
processing or assemblibng electronic
Contd......7/-.
31
[SEAL]
:: 7 ::
products for export and other purposes incidental to the same and not to use
the said demised premises or any part thereof for any other purpose.
(r) Not to sublet, assign or part with the possession of the demised
premises or any part thereof without the prior consent in writing of the
Development Commissioner and subject to such terms and conditions as the
Development Commissioner may prescribe in granting the possession to the Tenant
for the transfer of the said demised premises or any part thereof as
hereinbefore mentioned.
(s) To intimate in writing the Development Commissioner within a fortnight
of the changes made or effected in the Corporate structure or the construction
of the Tenant.
(t) To submit the statements of accounts and such other details within such
time as may be stipulated by the Development Commissioner during the terms of
these presents giving all the necessary particulars as may be required by the
Development Commissioner.
(u) To allow the persons and vehicles entering and leaving SEEPZ to be
examined by the Staff of the Development Commissioner for the purpose of
checking that no products or any materials manufactured in the demised premises
are removed in the manner not authorised by these presents.
(v) Not to make any alterations, changes or additions in the demised
premises except with the written previous permission of the Development
Commissioner and in accordance with the directions that the Development
Commissioner may prescribe and in accordance with the plans approved by the
Development Commissioner and the rules, byelaws and regulations of the Bombay
Municipal Corporation or any other authority prescribed by the law.
(w) Not to cause any annoyance or hindrance to the other tenants of the
Landlord and to so conduct the activities which will impede the other tenants
of the Landlord in manufacturing or processing the electronic products AND in
the event the
Contd. .......8/-.
32
[SEAL]
:: 8 ::
Tenant experiences or finds any difficulty in conducting its/his/their business
and/or activities connected therewith smoothly and efficiently by reason of the
user of the said building or any portion thereof by the other tenants of the
Building the same shall be referred to the Development Commissioner and any
directions or orders issued by the Development Commissioner in relation thereto
shall be complied by the Tenant.
(x) To observe and perform all rules and regulations prescribed under the
Labour Legislation such as Industiral Dispute Act, Workmen's Compensation Act,
payment of Wages Act, Minimum Wages Act or any other statuttes governing the
relationship of the employees and employers including the Factories Act and
Fatal Accidents Act.
(y) If the said rent hereby reserved shall be in arrears for the space of
30 days whether the same shall have been legally demanded or not or if within a
period of three months from the date of the commencement of the Tenancy the
entire demised premises are not utilised for the purpose for which the same has
been demised or if the Tenant ceases to manufacture items of electronics
products for a period of six continuous months for whatever cause arising,
including a strike, lock-out or any injunction the Court in any sort of
litigation, if and whenever there shall be a breach of any of the covenants and
conditions herein before set out or referred or if the tenant fails to make
exports to the level projected in the application submitted to the Government
for approval of the project or to maintain the value added approved by the
Government for the project or the Tenant becoming insolvent or is wound up or
amalgamated or merged with other body corporate or otherwise pursuant to the
Court's orders or under the provisions law then in force or under any agreement
entered into by the Tenant, the Landlord may re-enter upon any part of the
demised premises in the name of the whole and thereupon the sub-demise hereby
granted shall absolutely cease and determine and in the case, no compensation
shall be payable to the Tenant on account of any structural
Contd.....9/-.
33
[SEAL]
:: 9 ::
Alternations or improvements made or carried out in the said premises PROVIDED
ALWAYS that the Landlord shall in addition to the right of determination of
this Tenancy and to effect re-entry as mentioned aforesaid be entitled to
recover as and by way of compensation such amount as may be considered by the
Landlord as appropriately recoverable from the Tenant in the event the Tenant
were not given or granted all those various concessions and variety of
facilities.
(y-2) If the said rent hereby reserved shall be in arrears for a period of 30
days whether the same shall have been legally demanded or not, the Development
Commissioner may take steps to recover the arrears of rent as arrears of land
revenue.
(z) At the expiration or sooner determination of the said term quitely to
deliver upto the Landlord the demised premises after removing the partitions
and fittings and fixtures pertaining thereto any alternations, changes or
additions erected on the demised premises by the Tenant and such removal should
be done without in any way damaging or defacing the premises and such delivery
should be given within a period of Sixty days after the expiration or sooner
determination of the said term PROVIDED ALWAYS that in the event the Tenant
fails to deliver vacant and peaceful possession of the demised premises as
aforesaid, the said partitions and fittings and fixtures and any alterations,
changes or additions as aforesaid on the expiry of the aforementioned period
shall belong to the Landlord and the Tenant shall not be entitled to claim any
compensation or raise any dispute in respect thereof PROVIDED ALWAYS that in
the event the Landlord desires to retain the said partitions and fittings and
fixtures, etc. as aforesaid, the Landlord shall pay to the Tenant compensation
thereof as may be determined by the Development Commissioner and the Tenant
shall not be entitled to raise any objection against such retention and/or the
valuation determined by the said Development Commissioner, as aforesaid,
PROVIDED ALWAYS that
Contd. .....10/-.
34
[SEAL]
:: 10 ::
the Tenant shall continue to be liable to pay compensation for the period of
unauthorised occupation of the said premises till the date Tenant hands over
vacant and peaceful possession of the demised premises at such rate as may be
charged by the Landlord.
(a) (a) The Landlofd both hereby covenant with the Tenant that the Tenant
paying the rent hereby reserved and performing the covenants hereinbefore on
the Tenant's part contained shall and may peaceable enjoy the demised premises
for the said term hereby granted without any interruption or disturbance from
or by the Landlord or any persons lawfully claiming by from or under Landlord.
(a) (b) All disputes and differences arising out of or in any way touching
or concerning these persents (except as to any matters the decision of which is
left to the sole discretion of the said DEVELOPMENT COMMISSIONER, as specially
provided for in these presents) shall be referred to the arbitration of two
arbitrators, one each to be appointed by the respective parties to these
presents. The arbitrators so appointed shall appoint an Umpire in the manner
provided in the Arbitration Act, 1940. It will be no objection that the person
appointed as Arbitrator on behalf of the Sub-Lessor is or was an employee of
the Govt. that he had to deal with the matters to which the Tenancy herein
relates and/or that in the course of his duties as such employee of the Govt.
he had expressed a view on all or any of the matters in dispute or difference.
In the event of either or both of arbitrators dying, neglecting or refusing to
act or resigning or being unable to act for any reason, the substitute(s)
to be appointed by the concerned parties shall be entitled to proceed with the
reference from the stage at which it was left by the previous
Arbitrator/Arbitrators. The cost in connection with the artibtration shall be
in the discretion of the Arbitrators who may make a suitable provision for the
same in their award. Subject to the aforesaid, the provisions of Arbitration
Act, 1940 and the Rules thereunder and
Contd......11/-.
35
[SEAL]
:: 11 ::
any statutory modifications thereof for the time being in force shall apply to
the arbitration proceedings under this clause.
(a) (c) If the Tenant shall have duly performed and observed the covenants and
conditions on the part of the Tenant herein before contained and shall at the
end of the said term hereby granted by desirous of receiving a new Tenancy of
the demised premises and of such desire shall give notice in writing to the
Landlord before the expiration of the term hereby granted the Landlord shall
and will at the cost and expenses in every respect of the Tenancy grant to the
Tenant a new Tenancy of the demised premises for a further terms of five years
on payment of yearly rent as may be determined by the Landlord AND WITH
covenants, provisos and stipulations hereinbefore contained expected is
provision for renewal and such new Tenancy shall contain in lieu of this clause
a covenant that at the end of the said renewed term of five years, the Landlord
shall at the like cost and expense grant to the Tenant further renewals and
that every such renewal shall be for such terms and subject to such covenants,
provisos and stipulations.
The cost of an in connection with arbitration shall be in the discretion of the
Arbitrator who may make a suitable provision for the same in his award.
Subject as aforesaid, the Arbitration Act, 1940, shall apply to the arbitration
proceedings under this clause.
FIRST SCHEDULE
(Description of Land)
All that piece of parcel of land known as Plot No. F-1, in the Marol Industrial
Area within the village limits of Parajapur, Kondivita, Marol and Vyaravali,
Taluka Andheri and now in the Registration Sub District and District of Bombay
and Bombay Suburban, containing by a measurement 3,75,013 sq. mtrs. or
thereabouts, that is to say:
Contd.........12/-.
36
:: 12 ::
On or towards the North by Road and Aarey Milk Colony Land.
On or towards the South by Road
On or towards the East Pipe Line and
Aarey Milk Colony land and on or towards the
West by Road.
SIGNED, SEALED AND DELIVERED /S/ X. X. Xxxxxxxxx IAS
BY SHRI X. X. XXXXXXXXX Development Commissioner
Development Commissioner, SEEPZ, Govt. of India
Santacruz Electronics Export Processing Zone, Ministry of Commerce,
On behalf of President of India in the Andheri (B), Bombay--96
presence of:
1. SMT. X. XXXXXXX /S/ Smt. X. XXXXXXX
--------------------------- ---------------------------
ESTATE MANAGER Smt. X. XXXXXXX
--------------------------- ESTATE MANAGER
SEEPZ GOVT. OF INDIA
MINISTRY OF COMMERCE
2. SMT S. D. XXXXXX Xxxxxxx (E), Bombay-400 096
---------------------------
UDE, SEEPZ
---------------------------
SIGNED, SEALED AND DELIVERED FOR SYNTEL SOFTWARE PVT. LTD.
by the abovenamed Licensee ?
-----------------------------
-------------- DIRECTOR/AUTHORIZED SIGNATORY
in the presence of:
1. Signature X. Xxxx 2. Signature
-------------------- --------------------
Name Name
-------------------- --------------------
Address: Address:
The common Seal of the abovenamed Licensee
was, pursuant to a resolution of its Board
of Directors passed in that behalf of the
day of 2nd Nov 1992
affixed hereto in the presence of:
X. Xxxx
-------------------------------
37
DUPLICATE
Receipt No. 0310332 Date 261093
No. 9257193
General Stamp Office 00000
Xxxxxx, 2-12-93
CERTIFIED under Section 32, clause (2)
of the Bombay Stamp Act, 1958 that this
instrument be exempt from stamp duty.
Exempt under Section ???????
[SEAL]
This Indenture made at Bombay on the 11th October, 1993 between the President of
India, hereinafter called "the Land Lord" (which expression shall unless the
context does not so admit include his successors in office and assigns) of the
One Part and SYNTEL SOFTWARE PVT LTD.,hereinafter. referred to as "the tenant"
(in which expression are included, unless such inclusion is inconsistent with
the context of meaning thereof its/his/their heirs, executors, administrators
and assigns/its executors and assigns) of the Other Part.
WHEREAS by an Indenture of Lease made at Bombay on the Twentieth day of January,
1975 between the Maharashtra Industrial Development Corporation, therein and
hereinafter referred to as the Lessor of the One Part and the Landlord of the
Other Part the Lessor in consideration of the premises and of the rent therein
referred to and of the covenants and agreements on the part of the Landlord, the
Lessor did not demise unto the Landlord all that piece of land known as Plot No.
F-1 in the Marol Industrial Area within the village limits of Vyarawali,
Parjapur, Kondivitta and Marol Taluka Andheri, District Bombay Suburban
Sub-Registration No. Sub District and
contd.
1
38
:: 2 ::
[SEAL]
and Registration District Bombay City and Bombay Suburban containing by
admeasurement 375013 square metres or thereabout and more particularly described
in the First Schedule thereunder written for use as Santacruz Electronics
Export Processing Zone, Government of India.
AND WHEREAS the Government of India have constituted a Santacruz Electronics
Export Processing Zone, hereinafter called the SEEPZ in the aforementioned
demised land for the purpose of encouraging the export industries in India and
for earning foreign exchange on the export of various kinds of electronics and
gem and jewellery items from the SEEPZ in the interest of the national economy
by establishing industrial units in the said zone:
AND WHEREAS the landlord has constructed a building known as Standard Design
Factory hereinafter referred to as the said building on a portion of the land
demised to the Landlord under the aforementioned lease for the purpose of
allotting the same to the various entrepreneurs carrying on business of
manufacturing and/or processing articles, things, materials components and
instruments relating to the industries of electronics.
AND WHEREAS the tenant has approached the Landlord for demising to it him/them
a portion of the said building on ground floor, constructed and/or erected on
Plot No. F-1 in the Marol Industrial Area within the village limits of
Vyarawali, Parjapur, Kondivita and Marol Taluka Andheri District Bombay
Suburban Sub-Registration No. Sub District and Registration District Bombay
City and Bombay Suburban containing by admeasurement 375013 square metres of
thereabouts to establish manufacturing/processing establishment for the
manufacture of articles things, materials, components and instruments relating
to the electronics industries on the terms and conditions hereinafter contained
and to grant to it/him/them all facilities and variety of concessions:
Contd. ....3/-.
39
:: 3 ::
AND WHEREAS the Landlord has agreed, to let out a portion of the said building,
admeasuring about 5502 sq.ft. equivalent to 528 sq.metres or thereabout on the
Third floor of the said building at the concessional rent of Rs 11,000/- per
month for a terms of five years upon the terms and conditions hereinafter
contained:
AND WHEREAS it has been agreed by and between the parties hereto that the
stamp duty and registration charges shall be borne and paid by the Landlord.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS:
1. In consideration of the premises and of various facilities and a variety of
concessions made available to the Tenant and the concessional rent hereby
reserved and of the covenants and agreements on the part of the Tenant
hereinafter contained, the Landlord doth hereby demise to the Tenant to HOLD
the said premises hereunder expressly demised unto the Tenant for the term of
Five Years computed from the 1st day of Month & year of possession paying
therefor the yearly rental during the said term unto the Landlord through
Central Bank of India, SEEPZ Branch, as may be otherwise required by the
Landlord the said yearly rent of Rs. 1,32,000/- in advance being the
concessional rent by the Landlord without any deductions whatsoever:
The Tenant with intent to bind all persons into whatsoever hands the demised
premises may come doth hereby convenant with the Landlord as follows:
(a) During the said terms hereby created to pay unto the Landlord the said
rent and all other charges that may be fixed from time to time by the
Development Commissioner at the time on the days and in manner hereinbefore
appointed for payment thereof clear of all deductions,
Contd. ....4/-.
40
[SEAL]
:: 4 ::
(a) (a) Further, during the said terms, the Landlord may revise the said rent
even during the currency of this indenture on the following grounds:
1) To meet any increase in the maintenance costs.
2) To bring parity with the rents charged in respect of the premises similar
to the demised premises.
3) Any other exigencies which may necessitate the revision of the lease rent
during the currency of this indenture.
b) To pay all existing and future taxes, rates, assessments and outgoings of
every description for the time being payable either by Landlord or tenant or by
the occupier in respect of the demised premises and anything for the time being
thereon.
c) It is hereby agreed to declared that in the event the Landlord insures and
or keeps insured the building including the demised premises the tenant shall be
liable to pay to the Landlord the amount of the premium/premiums in proportion
to the area of the demised premises within fifteen days of receipt of notice by
Landlord for payments of the amount of premium/premiums and that the tenant
shall pay the same without objection provided always in the event of dispute
arising between Landlord and Tenant regarding the Liability of the Tenant to pay
the said amount of insurance premium. The decision of the Development
Commissioner shall be final and binding upon the Tenant.
(d) During the said term hereby agreed to manufacture electronic products as
authorised by the Development Commissioner from time to time.
(e) To commence production within two months from the date of taking possession
of premises.
(f) Not to manufacture/process any article things, materials, components and
instruments which do not in anyway relate to the Industry of Electronics.
Contd.......5/-.
41
[SEAL]
:: 5 ::
(g) To export the entire production (whether manufactured/processed)
including seconds to foreign countries in accordance with the provisions of the
law subject to such concessions and facilities as may be given by the
Government to the Tenant in the matter of the Customs duty, routing of
applications or import licences, etc. and such other concessions as may be
notified hereafter from time to time. The disposal of the Wastes and Scrap
material will be made with in the prior permission and as per the instructions
of the Development Commissioner.
(h) To submit from time to time to the Development Commissioner,
Santacruz
Electronics Export Processing Zone (hereinafter referred to as the Development
Commissioner) plans and the scheme of the particualr industry to be established
together with such other details as may be required.
(i) To furnish a legal undertaking as may be prescribed for the fulfillment
of export obligations set out in their application for setting up industries in
the Zone.
(j) To make exports of items of electronics to the levels indicated in the
phased manufacturing programme projected in the application submitted to the
SEEPZ Board for setting up an industry in the Zone and also to maintain the
value added approved by the Board.
(k) To arrange forwarding/clearance of manufactured/processed goods for
export or import of raw materials, spares and such other materials as are
required for manufacture/processing by the Development Commissioner or
agencies authorised by the Development Commissioner.
(i) Not to allow any of the products hereinafter for brevity's sake referred
to as "Electronics Products) manufactured/processed in SEEPZ produced by the
Tenant to enter or pass into and/or be sold in any market in India or anywhere
in India provided always that the Development Commissioner may permit the
Tenant to sell and/or dispose of the Electronics
Contd. ....6/-.
42
[SEAL]
:: 6 ::
products to enter or pass into and/or be sold in any market in India or
anywhere in India.
(m) To sell or dispose of the electronics products manufactured/processed
by the Tenant in the local markets in India or as may be directed by the
Development Commissioner in the event the Development Commissioner considers
that the said products are essential or necessary for national defence or for
countering natural disaster or considered urgent and necessary for the national
economy upto payment as may be mutually agreed upon and that the Tenant shall
not be entitled to make any other claim for compensation for delivering the
products as aforesaid in any manner whatsoever.
(n) To observe and perform all the terms and conditions of the lease entered
into by the Landlord with the Maharashtra Industrial Development Corporation
with the Landlord dated the 20th day of January, 1975, which terms and
conditions of the said lease immediately aforementioned the Tenant are made
aware of before execution of these presents.
(o) To permit the Development Commissioner or his any officer duly authorised
by him at any time and without any prior notice being given to enter into and
upon the demised premises and to inspect the general state of the demised
premises and also the processing plant and machinery, etc. and the books of
account and other documents and vouchers concerning the electronic products
manufactued by the Tenant.
(p) Not to do or permit anything to be done or stored (except those required
for production of electronic products approved for manufacure in the demised
premises, which may be a nuisance, annoyance or disturbance to the owners,
occupiers or residents of other premises in the vicinity.
(q) To use the demised premises only for the purpose of manufacturing
processing or assemblibng electronic
Contd.......7/-.
43
[SEAL]
:: 7 ::
products for export and other purposes incidental to the same and not to use
the said demised premises or any part thereof for any other purpose.
(r) Not to sublet, assign or part with the possession of the demised premises
or any part thereof without the prior consent in writing of the Development
Commissioner and subject to such terms and conditions as the Development
Commissioner may prescribe in granting the possession to the Tenant for the
transfer of the said demised premises or any part thereof as hereinbefore
mentioned.
(s) To intimate in writing the Development Commissioner within a fortnight of
the changes made or effected in the Corporate structure or the construction of
the Tenant.
(t) To submit the statments of accounts and such other details within such time
as may be stipulated by the Development Commissioner during the terms of these
presents giving all the necessary particulars as may be required by the
Development Commissioner.
(u) To allow the persons and vehicles entering and leaving SEEPZ to be
examined by the Staff of the Development Commissioner for the purpose of
checking that no products or any materials manufactured in the demised premises
are removed in the manner not authorised by these presents.
(v) Not to make any alterations, changes or additions in the demised premises
except with the written previous permission of the Development Commissioner
and in accordance with the directions that the Development Commissioner may
prescribe and in accordance with the plans approved by the Development
Commissioner and the rules, byelaws and regulations of the Bombay Muncipal
Corporation or any other authority prescribed by the law.
(w) Not to cause any annoyance or hindrance to the other tenants of the
Landlord and to so conduct the activities which will impede the other tenants
of the Landlord in manufacturing or processing the electronic products
AND in the event the
Contd. .......8/-.
44
[SEAL]
:: 8 ::
Tenant experiences or finds any difficulty in conducting its/his/their business
and/or activities connected therewith smoothly and efficiently by reason of the
user of the said building or any portion thereof by the other tenants of the
Building the same shall be referred to the Development Commissioner and any
directions or orders issued by the Development Commissioner in relation thereto
shall be complied by the Tenant.
(x) To observe and perform all rules and regulations prescribed under the
Labour Legislation such as Industiral Dispute Act, Workmen's Compensation Act,
payment of Wages Act, Minimum Wages Act or any other statuttes governing the
relationship of the employees and employers including the Factories Act and
Fatal Accidents Act.
(y) If the said rent hereby reserved shall be in arrears for the space of 30
days whether the same shall have been legally demanded or not or if within a
period of three months from the date of the commencement of the Tenancy the
entire demised premises are not utilised for the purpose for which the same has
been demised or if the Tenant ceases to manufacture items of electronics
products for a period of six continuous months for whatever cause arising,
including a strike, lock-out or any injunction the Court in any sort of
litigation, if and whenever there shall be a breach of any of the covenants and
conditions herein before set out or referred or if the tenant fails to make
exports to the level projected in the application submitted to the Government
for approval of the project or to maintain the value added approved by the
Government for the project or the Tenant becoming insolvent or is wound up or
amalgamated or merged with other body corporate or otherwise pursuant to the
Court's orders or under the provisions law then in force or under any agreement
entered into by the Tenant, the Landlord may re-enter upon any part of the
demised premises in the name of the whole and thereupon the sub-demise hereby
granted shall absolutely cease and determine and in the case, no compensation
shall be payable to the Tenant on account of any structural
Contd.....9/-.
45
[SEAL]
:: 9 ::
Alterations or improvements made or carried out in the said premises PROVIDED
ALWAYS that the Landlord shall in addition to the right of determination of
this Tenancy and to effect re-entry as mentioned aforesaid be entitled to
recover as and by way of compensation such amount as may be considered by the
Landlord as appropriately recoverable from the Tenant in the event the Tenant
were not given or granted all those various concessions and variety of
facilities.
(y-2) If the said rent hereby reserved shall be in arrears for a period of 30
days whether the same shall have been legally demanded or not, the Development
Commissioner may take steps to recover the arrears of rent as arrears of land
revenue.
(z) At the expiration or sooner determination of the said term quitely to
deliver upto the Landlord the demised premises after removing the partitions
and fittings and fixtures pertaining thereto any alternations, changes or
additions erected on the demised premises by the Tenant and such removal should
be done without in any way damaging or defacing the premises and such delivery
should be given within a period of Sixty days after the expiration or sooner
determination of the said term PROVIDED ALWAYS that in the event the Tenant
fails to deliver vacant and peaceful possession of the demised premises as
aforesaid, the said partitions and fittings and fixtures and any alterations,
changes or additions as aforesaid on the expiry of the aforementioned period
shall belong to the Landlord and the Tenant shall not be entitled to claim any
compensation or raise any dispute in respect thereof PROVIDED ALWAYS that in
the event the Landlord desires to retain the said partitions and fittings and
fixtures, etc. as aforesaid, the Landlord shall pay to the Tenant compensation
thereof as may be determined by the Development Commissioner and the Tenant
shall not be entitled to raise any objection against such retention
and/or the valuation determined by the said Development Commissioner, as
aforesaid, PROVIDED ALWAYS that
Contd. .....10/-.
46
[SEAL]
:: 10 ::
the Tenant shall continue to be liable to pay compensation for the period of
unauthorised occupation of the said premises till the date Tenant hands over
vacant and peaceful possession of the demised premises at such rate as may be
charged by the Landlord.
(a) (a) The Landlord both hereby convenant with the Tenant that the Tenant
paying the rent hereby reserved and performing the covenants hereinbefore on
the Tenant's part contained shall and may peaceable enjoy the demised premises
for the said term hereby granted without any interruption or disturbance from
or by the Landlord or any persons lawfully claiming by from or under Landlord.
(a) (b) All disputes and differences arising out of or in any way touching or
concerning these persents (except as to any matters the decision of which is
left to the sole discretion of the said DEVELOPMENT COMMISIONER, as specially
provided for in these presents) shall be referred to the arbitration of two
arbitrators, one each to be appointed by the respective parties to these
presents. The arbitrators so appointed shall appoint an Umpire in the manner
provided in the Arbitration Act, 1940. It will be no objection that the person
appointed as Arbitrator on behalf of the Sub-Lessor is or was an employee of
the Govt. that he had to deal with the matters to which the Tenancy herein
relates and/or that in the course of his duties as such employee of the Govt.
he had expressed a view on all or any of the matters in dispute or difference.
In the event of either or both of arbitrators dying, neglecting or refusing to
act or resigning or being unable to act for any reason, the substitute(s) to be
appointed by the concerned parties shall be entitled to proceed with the
reference from the stage at which it was left by the previous
Arbitrator/Arbitrators. The cost in connection with the artibtration shall be
in the discretion of the Arbitrators who may make a suitable provision for the
same in their award. Subject to the aforesaid, the provisions of Arbitration
Act, 1940 and the Rules thereunder and
Contd. .......11/-.
47
[SEAL]
:: 11 ::
any statutory modifications thereof for the time being in force shall apply
to the arbitration proceedings under this clause.
(a) (c) If the Tenant shall have duly performed and observed the covenants
and conditions on the part of the Tenant herein before contained and shall at
the end of the said term hereby granted by desirous of receiving a new Tenancy
of the demised premises and of such desire shall give notice in writting to the
Landlord before the expiration of the term hereby granted the Landlord shall and
will at the cost and expenses in every respect of the Tenancy grant to the
Tenant a new Tenancy of the demised premises for a further terms of five
years on payment of yearly rent as may be determined by the Landlord AND WITH
covenants, provisos and stipulations hereinbefore contained expected
is provision for renewal and such new Tenancy shall contain in lieu of this
clause a covenant that at the end of the said renewed term of five years, the
Landlord shall at the like cost and expense grant to the Tenant further
renewals and that every such renewal shall be for such terms and subject
to such covenants, provisos and stipulations.
The cost of an in connection with arbitration shall be in the discretion of
the Arbitrator who may make a suitable provision for the same in his award.
Subject as aforesaid, the Arbitration Act, 1940, shall apply to the
arbitration proceedings under this clause.
FIRST SCHEDULE
(Description of Land)
All that piece of parcel of land known as Plot No. F-1, in the Marol
Industrial Area within the village limits of Parajapur, Kondivita, Marol and
Vyaravali, Taluka Andheri and now in the Registration Sub-District and District
of Bombay and Bombay Suburban, containing by a measurement 3,75,013 sq. mtrs.
or thereabouts, that is to say:
Contd. .......12/-.
48
:: 12 ::
On or towards the North by Road and Aarey Milk Colony Land.
On or towards the South by Road
On or towards the East Pipe Line and
Aarey Milk Colony land and on or towards the
West by Road.
SIGNED, SEALED AND DELIVERED Development Commissioner
BY XXXX X.X. SEEPZ. Govt. of India
Development Commissioner Ministry of Commerce,
Santacruz Electronics Export Processing Andheri (E) Bombay-96.
Zone,
On behalf of President of India in the presence of:
1. Smt. X. Xxxxxxx,
----------------
ESTATE MANAGER.
----------------
X. Xxxxxxx
2. Smt. S. D. Smt. X. Xxxxxxx
------------------ ESTATE MANAGER
UDC, SEEPZ SEEPZ. GOVT. OF INDIA
------------------ MINISTRY OF COMMERCE
Andheri (E), Bombay-400 096
SIGNED, SEALED AND DELIVERED.
by the abovenamed Licensee
-------------- FOR SYNTEL SOFTWARE GVT. LTD.
in the presence of:
DIRECTOR/AUTHORISED/SIGNATORY
1. Signature 2. Signature
------------------- -----------------------
Name Name
---------------------- -----------------------
Address: Address:
-------------------- -----------------------
The common Seal of the abovenamed Licensee
was, pursuant to a resolution of its Board
of Directors passed in that behalf of the
day of 19
affixed hereto in the presence of: