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ASSURED RETURN AGREEMENT

(ARA)

This Assured Return Agreement (hereinafter referred to as the ‘ARA’) is made and
executed on the ……….. day of……………., 200…. at Gurgaon

BY AND BETWEEN

M/s MVL Limited a company incorporated under Companies Act 1956 and having
its registred office at B-86/1, Okhla Industrial Area, Phase-II, New Delhi-110020 and
Corporate office at Millennium Plaza, Tower A, Ground Floor, Sushant Lok I, Sector
27, Gurgaon, through its Authorized Signatory (hereinafter referred to as
‘Developer’ which expression shall, unless repugnant to the meaning or context
herein, be deemed to mean and include its authorized representatives, nominees,
administrators, successors-in-interest, executors, permitted assigns, etc.) of the ONE
PART;
AND
Mr./Ms…………………………………………………………………………….………S/W/D of Sh.
……………………………………………………………………………….…………………
R/o……………………………………………………………………………………………………………
…………………………………………………………………………………………..
…………..JOINTLY WITH Mr./Ms……………………………………………………………………
S/W/D of Sh…………………………………………..…………………………….……
R/o……………………………………………………………………………………………………………
………………………………………………………………………………………………………
(hereinafter referred to as the ‘Allottee(s), which expression shall, unless repugnant
to the meaning or context herein, be deemed to mean and include its authorized
representatives, nominees, administrators, successors-in-interest, executors,
permitted assigns, etc.) of the OTHER PART;

OR
**M/s ___________________________ a sole proprietorship concern of Mr. / Ms.
__________________________________ having its office at
______________________________________________ (hereinafter referred to as the
‘Allottee(s) (s)’which expression shall unless repugnant to the context or meaning
thereof be deemed to include his / her their legal representative, administrators
executors, successors and assigns) of the OTHER PART

OR
**M/s __________________________________ a partnership firm duly registered under the
Indian Partnership, Act having its office at
______________________________________________ through its partner authorized by letter
of authority dated ______________ Shri/ Smt. ________________________ (Hereinafter
referred to as the ‘Allottee(s) (s)’which expression shall unless repugnant to the
context or meaning thereof be deemed to include all the partners of the partnership
firm and theirs heirs, legal representatives, administrators, executors, successors and
assigns) (Copy of the Authority letter signed by all Partners enclosed) of the OTHER
PART.
OR
**M/s __________________________ a Company registered under the Company Act,
1956, having its registered office at ______________________________________________
though its duly authorized signatory Shri/Smt. ____________________________________
authorized by Board resolution dated ____________________ (hereinafter referred to as
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‘‘Allottee(s) (s)’ which expression shall unless repugnant to the context or meaning
thereof, be deemed to include its successors and assigns) (copy of Board Resolution
along with a certified copy of Memorandum & Articles of Association enclosed) of the
OTHER PART.

(**Delete whichever is not applicable)

WHEREAS:
i. Developer is proceeding to construct an IT project known as “India
Business Centre (IBC) ” over land bearing khasra No. 22/2, 20/3/2/2, 18/2,
18/1, 19/2/2/3, 22/1/1, 19/2/2/2, 20/3/2/1, 19/2/2/1, 22/1/2, 26 situated in
the revenue estate of Begampur Khatula, Tehsil and District Gurgaon,
Haryana and more specifically described in Schedule-1 attached hereto
with this ARA (hereinafter referred to as the ‘Project Land’) which is
permitted by Director, Town and Country Planning, Haryana, Chandigarh,
Government of Haryana, to be used for IT purposes;

ii. Developer is in the process of developing the Project Land and

constructing a IT complex, under the name and style of “India Business Centre
(IBC)”, proposed to comprise of multi-storeyed building having IT spaces
(hereinafter referred to as ‘Complex’) in accordance with the building plans which is
sanctioned by Competent Authority;

iii. The Allottee(s) is desirous of making an investment by purchasing IT

space admeasuring tentatively…………….sq.ft. super area on the …………………..
floor in the Complex and has approached the Developer for the same. Developer has
explained the Assured Return Scheme, as described in detail under this ARA , to the
Allottee(s) wherein the Allottee(s) will receive an assured return on its investment in
the Complex as per the terms of this ARA ;

iv. The Allottee(s) has opted for the Assured Return Scheme and has fully
understood the terms and conditions thereof, and hereby undertakes to abide by the
same;

v. Under the Assured Return Scheme, the Allottee(s) is desirous of allotment

and purchase of the IT space admeasuring tentatively________ sq.ft super area
on the Floor of the Complex (hereinafter referred to as the ‘Premises’)
which is presently being developed for use and occupancy of companies as IT space,
on such Commercial terms as may be agreed between the Parties. The Premises are
more clearly detailed and described in Schedule – 2 to this ARA ;

vi. Developer, being duly authorized and entitled to allot spaces in the
Complex, has agreed to allot the Premises to the Allottee(s) subject to fulfillment of
the terms and conditions of this ARA and such terms and conditions as may be
mutually agreed between the Parties in the Buyer’s Agreement ;

vii. The Allottee(s) has inspected the Project Land, ownership records of the
Project Land, approval documents, the tentative building plans and other documents
relating to the title, competency and all other relevant details and is satisfied in all
respects. The Allottee(s) is aware that upon registration of conveyance deed he shall
only acquire undivided and impartible pro-rata share in the entire land underneath
the IT project which shall be directly proportional to the ratio which the super area
sought to be acquired by the Allottee(s) has with the entire area of the project;
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viii. The Parties hereto have broadly reached an understanding regarding the
allotment of IT space in the Complex and are desirous of recording the same in
writing.

NOW THEREFORE, THIS INDENTURE WITNESSETH AND RECORDS THE

TERMS ARRIVED AT BETWEEN THE PARTIES TO THIS MEMORANDUM OF
UNDERSTANDING AS UNDER:

ARTICLE 1

ALLOTMENT OF PREMISES

1.1 Developer agrees to allot to the Allottee(s) , the Premises, admeasuring

tentatively ………………Sq.ft. super area on the……………… Floor of the
Complex, more particularly described in Schedule-2 attached to this ARA and
Allottee(s) agrees to accept the allotment of Premises. The total agreed
consideration for allotment of the Premises is Rs. ………………/-(Rupees
…………………………………. only) (hereinafter referred to as the ‘Total
Premium’) subject to increase/decrease on basis of variation in calculation of actual
super area of the Premises which shall be determined finally at the time of
Completion /offer of Possession of the Premises. The detailed terms and conditions of
the allotment will be more particularly described in a separate document being
“Buyer’s Agreement” for the Premises and shall be executed between the Parties
pursuant to execution of this ARA .

1.2 It is herby clarified to Allottee(s) that super area of Premises as mentioned

herein above is subject to modifications, and final confirmation of same shall be
made upon completion of Complex / at the time of offer of possession of
Premises.

1.3 The Allottee(s) has paid Rs. ………………/-(Rupees …………………………only)

(hereinafter referred to as the ‘Premium paid’) out of the total premium
payable hereunder clause 1.1. The details of which are given below:-

S. No. CHEQUE DATE AMOUNT BANK

/DDNO.

TOTAL Rs. ………………/-

Allottee(s) shall pay the remaining/ balance premium, if any, to developer after
completion of the premises.

1.4 That after completion of premises, the developer shall demand from the
allottee(s), by issuing a demand letter to the allottee(s), the balance premium
and request for payment of the same within the stipulated time period. Timely
payment is the essence of this agreement and in case the Allottee(s) fails to
make the payment of installments as per the payment plan, the allottee(s) shall
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be liable to pay interest @ 18% p.a. from the due date for first 30 days of default
and thereafter rate of interst will be 24% p.a. If the Allottee(s) fails to make
payment of the Balance Premium along with interest as stated herein mentioned
in this clause, to the Developer within the demand notice period, the Developer
shall be entitled to terminate this ARA and forfeit the Earnest Money within a
period of 90 days from the date of such default after deducting outstanding
interest, holding charges, maintenance charges etc.. Thereupon, the Allottee(s)
shall have no lien or claim on the Premises and Developer shall be entitled to
resell the same. It is understood that 30% of total consideration shall be treated
as earnest money for the purpose of this agreement.

ARTICLE 2

LEASE OF PREMISES

2.1 That upon completion of the Complex and Premises therein the Developer shall
be fully entitled to lease the Premises to any third party as per the terms of this
Article.

2.2 The Allottee(s) hereby authorizes Developer to grant to any person (hereinafter
referred to as ‘Lessee’) on lease the Premises, during which the Allottee(s) shall not
grant the Premises on lease to any third Party or deal otherwise with the Premises
without obtaining the written consent of Developer.

2.3 Allottee(s) hereby authorizes Developer to enter into and execute letter of
intent, agreement to lease and lease deed or any other documents in favour of the
lessee in terms of this ARA and also receive Security Deposit on behalf of
Allottee(s) . The terms and conditions of lease negotiated by the Developer, as
aforesaid, shall be final and binding upon the Allottee(s) . In the event, the
Allottee(s) obstructs or neglects or defaults to sign the necessary documents of
lease after it has been finalized by the Developer, the Developer shall have the right
to cancel the allotment / terminate this ARA and to proceed for execution of lease in
its own name. In the eventuality that his ARA and the allotment stands terminated,
the Developer shall return the Total Premium to the Allottee(s) , after forfeiting the
Earnest Money to the Allottee(s) .
The Parties expect to lease the Premises to the Lessee on rent @ Rs --------/-
(---------------) per sq.ft. per month (hereinafter referred to as the ‘Lease Rent’).

ARTICLE 3

ASSURED RETURN

3.1 Assured Return: Till tenant is inducted, possession is delivered to it and the
lease commences and rental is received by the allottee(s) from the tenant, the
Developer, shall pay to the Allottee(s) an Assured Return at the rate of Rs
--------/- per sq.ft. per month of super area of premises till the receipt of full/total
consideration/ premium. However after the receipt of total/ full
consideration/premium, an assured return @ Rs. -------- per sq.ft. per month shall
be payable by the developer to allotee(s). The assured return shall be subject to
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tax deduction at source, which shall be payable on or before 7th day of every
English Calendar month in advance.
3.2 Subsequent to execution of Lease Deed in favour of the Lessee and after
receipt of Balance Premium, a Sale / Conveyance Deed shall be executed as per
terms of this ARA and the Buyer’s Agreement in favour of the Allottee(s) . The
Allottee(s) undertakes to execute the same draft for agreement of sale, sale /
conveyance deed as shall be finalized for other Allottee(s) s of IT space in the
project irrespective of the fact as to whether the said Allottee(s) s have
proceeded to acquire IT space in the project on assured return basis or by way of
Down payment plan.

3.3 Once a Sale / Conveyance Deed is executed in favour of the Allottee(s) , a Tri-
partite Agreement between Developer, Allottee(s) and the Lessee shall be
executed, strictly as per the draft provided by Developer, by virtue of which, the
lease shall be attorned and Lessee shall be liable to pay the Lease Rent.

3.4 Developer shall continue to pay to the allottee(s) an assured return ( as the
case may be), from the date of execution o this agreement till the first lease rent
becomes payable to the allotte(s) from the lessee. The security deposit received
from the tenant shall also be passed on by the Developer to the Allottee(s) in
case the same has been paid by the tenant to the Developer. The Developer
shall not retain any part of the Security deposit to the extent of area of the
Developer.

3.5 Upon receipt of the fist lease rent by the allottee(s) after the execution of the
aforesaid Tri-partite Agreement, Developer’s liability to pay the Assured Return to
the allottee(s) shall immediately cease, and developer shall not be liable to pay
the assured return to the allottee(s).

3.6 In the event, the Lessee makes payment of the Lease Rent to Developer after
execution of the Tri-partite Agreement, Developer shall promptly remit the same
to the Allottee(s) . In the event the Lessee makes payment of the Lease Rent to
the Allottee(s) after execution of the Tri-partite Agreement and Developer has
inadvertently paid to the Allottee(s) any amount of Assured Return, the same
shall be refunded by the Allottee(s) to Developer, forthwith.

3.7 If the actual Lease Rent is more than agreed Assured Return then the
Allottee(s) shall pay the differential lease rent calculated as per the formula
detailed in Schedule – 3 to this ARA , to the Developer for a period of 3 year
from the date of receipt of first lease rent from the lease.

3.8 In the event of failure in payment of the excess amount by the Allottee(s) to
Developer, within 15 (Fifteen) days of the demand by the Developer to the
Allottee(s) , the Allottee(s) shall not be entitled to Lease Rent from the lessees of
Premises or any assured return.

3.9 If the actual Lease Rent is less than the Assured Return then Developer shall
pay the differential lease rent to the Allottee(s) in accordance with the formula
for computation provided in Schedule- 3. However, the developer shall pay the
differential lease rent till the lease rent becomes Rs 38/- per sq.ft. per month or
expiry of 3 years from the date of receipt of first lease rent from the lease.
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3.10 It is agreed between the Parties hereto that after the Premises have been
leased as aforesaid and payment of actual monthly Lease Rent by Lessee
commences, Developer shall have no liability, of any nature, whatsoever, under
this transaction towards payment of the Assured Return and shall stand
completely absolved and relieved from its obligations.

3.11 Assured return shall be payable to the Allotte(s) on the basic amount of total
sales consdeation/premium and in no case, the same shall be paid on other charges
like EDC/IDC, car parking charges etc.
ARTICLE 4

TAXES, LEVIES, COSTS AND MAINTENANCE CHARGES

4.1 All taxes, whether property, statutory or municipal, rates, levies, duty, charges,
etc. whether leviable now or in the future, shall be the sole responsibility of the
Allottee(s) from the date of possession, whether symbolic, actual, physical or
constructive.

4.2 The Stamp Duty charges, legal costs and other charges related to registration,
etc. of this ARA shall be exclusively borne by the Allottee(s) .

4.3 The Allottee(s) shall continue to be liable to pay maintenance charges, electricity
charges, parking charges as per the terms of Buyer’s Agreement and/or
Maintenance Agreement.
4.4 Any charges incidental to the returns payable i.e. statutory taxes thereon,
registration charges applicable on account of conveyance of the Premises,
charges incidental to registration of the Premises etc. shall be borne exclusively
by the Allottee(s)

4.5 Allottee(s) shall also be liable to pay any other Government levies/
taxes/duty/cess etc. that may be leviable / levied by the Competent Authority
with respect to Premises / Complex on proportionate basis.

ARTICLE 5

INDEMNITY

5.1 The Allottee(s) shall hold Developer harmless and keep it fully indemnified
against any and all delay on part of the Lessee in paying the Lease Rent and / or
the other charges including but not limited to maintenance charges, electricity
charges, water charges, sewage charges, taxes, etc., as and when applicable and
shall not claim any of the afore-said from Developer, on any account whatsoever.

ARTICLE 6

MISCELLANEOUS
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6.1 Force Majeure: In the event force majeure conditions prevails, then the payment
of Assured Return shall remain suspended for such period and payment of same
shall resume upon discontinuation of such force majeure conditions. In the event
such force majeure conditions prevail beyond the period of 30 days then it shall
be at the option of the Parties to terminate this ARA and transaction
contemplated herein. In such an event, the Developer shall refund to the
Allottee(s) all sums received from Allottee(s) after deducting the amounts paid
towards Assured Return to the Allottee(s) . Thereafter, Allottee(s) shall not have
any title or claim over the Premises and Developer shall be free to deal with it
any manner whatsoever.

6.2 Notice: Any notices or other communications required or permitted in terms of

these presents shall be deemed to have been duly served if, (a) delivered in
person; or (b) sent by registered or certified mail, return receipt requested, and
addressed to the concerned party at the addresses mentioned hereinabove or if
sent to such substituted address as any of the Parties has given to the others in
writing in accordance with this Article.

6.3 Buyer Agreement: The developer shall execute the Buyer Agreement in favour of
the Allottee(s) in respect of the Premises only upon the Premises being Leased
out and all the accounts with the Allottee(s) being settled and all the dues being
duly paid to the Developer as per this ARA , including payment of maintenance
charges and municipal charges or other outflows etc. It is agreed by both the
parties herein that both the parties shall be bound by the terms of this ARA and
the Buyers Agreement. The provisions of this agreement shall be subject to the
Buyers Agreement to be executed between the Allottee(s) and the Developer, as
per the format provided by the Developer.

6.4 Arbitration: Any dispute in the interpretation of any clause of this agreement
shall be referred to the sole arbitrator to be nominated by the Developer, whose
decision shall be finl and binding on both the parties. All the arbitration
proceeding shall be carried out in terms of the Arbitration and Conciliation
Act,1996 at Gurgaon.
6.5 Jurisdiction: That court at Gurgaon alone shall have the jurisdiction for
adjudication of disputes if any between the parties.

6.6 Modifications: The terms of this ARA shall not be altered or added to and nor
shall anything be omitted therefrom, except by means of a supplementary
agreement made in writing duly signed by the Parties hereto.

6.7 Further Assurances: Parties agrees that they shall, at any time, and from time to
time, do execute, acknowledge and deliver all such further acts, documents, and
instruments as may be reasonably required by the other party in order to carry
out fully and effectuate the transactions herein contemplated in accordance with
the provisions of this ARA .

6.8 Copies of ARA : Two copies of this ARA shall be executed and one each shall be
retained by each Party for their respective records.
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6.9 Waiver: Any expressed or implied waiver by the Party or Parties of any default
shall not constitute a waiver of any other default by the defaulting party or a
waiver of any of the Party or Parties right. All original rights and powers of the
Party or Parties under this ARA will remain in full force, notwithstanding any
neglect, forbearance, or delay in the enforcement thereof by the Party or Parties.

6.10 Severability: Each part of this ARA is severable from the others and in the event
that any part of this Deed becomes unenforceable for any reason whatsoever
such part shall be deemed to be amended or deleted in so far as reasonably
inconsistent with the purpose of this Deed and to the extent necessary to
conform to the applicable laws and the remaining Deed shall continue to be
binding. In the event that any part of this ARA becomes unenforceable, the
Parties shall endeavour to enter into and execute such fresh terms as are in
conformity with the laws and which embody the original intention of the Parties
as reflected from the unenforceable clauses.

6.11Assignment: The Allottee(s) undertakes that till the execution of Sale /

Conveyance Deed, it shall not transfer, sell, assign, lease, or create any kind of
encumbrance including mortgage, lien, charge or part with the Premises in any
manner whatsoever and howsoever, without the prior written consent of
Developer.

In Witness whereof, the Parties hereto have set their hands to these Present on the
day, date, month and year mentioned first.
SIGNED AND DELIVERED

DEVELOPER Allotee(s)

For MVL Limited ____________________________

Authorized Signatory ____________________________

WITNESSES:

1. Signature : 2. Signature :

Name : Name :

Address : Address :

Occupation : Occupation :
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SCHEDULE – 1

DESCRIPTION OF THE PROJECT LAND

Land bearing khasra No. 22/2, 20/3/2/2, 18/2, 18/1, 19/2/2/3, 22/1/1, 19/2/2/2,
20/3/2/1, 19/2/2/1, 22/1/2, 26 situated in the revenue estate of Begampur Khatula,
Tehsil and District Gurgaon, Haryana.

SCHEDULE-2

DESCRIPTION OF PREMISES

All that piece and parcel of property admeasuring tentatively ………………sq.ft super
area being on the ……………… Floor of the Complex of “India Business
Centre (IBC) ” situated at revenue estate of Begampur Khatula, Tehsil and District
Gurgaon, Haryana.

SCHEDULE – 3

FORMULA FOR COMPUTATION OF DIFFERENTIAL LEASE RENT

In the event Final Assured Return is higher than the Actual Rent:

Differential lease rent Payable to Allottee(s) by Developer

Differential lease rent = (Final Assured Return - Actual Lease Rent) x sq. ft. super
area of Premises)

In the event Assured Final Return is lesser than the Actual Rent:

Differential lease rent Payable to Developer by Allottee(s)

Differential lease rent = (Actual Lease Rent – Final Assured Return) x sq. ft. super
area of Premises/2

(Actual Lease rent = Actual Lease Rent per sq. ft. of super area per month payable
by the Lessee on commencement of lease.)

(Assured Return = As defined in Article 3.1)

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