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BETWEEN

TREE HOUSE EDUCATION AND ACCESSORIES LIMITED,


(PAN No. AACCT4932H) a company incorporated under the provisions of the Companies
Act, 1956 and having its registered office at 702-C, Morya House, Off New Link Road,
Andheri (W), Mumbai-400 053 (hereinafter referred to as "the Lessor" (which shall unless it
be repugnant to the context or meaning thereof be deemed to mean and include its successors
and assigns) of the One Part

MIRA EDUCATION TRUST, (PAN No.AAATM4953A) a Public Trust registered under


the provisions of the Bombay Public Trusts Act, 1950, having registration No.
E/4684/Vadodara and having its address at After Kalali Crossing, Atladara Main Road,
Vadodara, through its trustee and authorized signatory, Mr. Paresh Lalitkumar Babaria,
hereinafter referred to as "the Lessee" (which expression shall, unless repugnant to the context
or meaning thereof, be deemed to mean and include its trustees for the time
being and assigns) of the Other Part.

The Lessor and the Lessee are hereinafter referred to collectively as "Parties" and individually
as "Party".

WHEREAS:

(i) The Lessor is owned and possessed of, and otherwise well
and sufficiently entitled to, all the piece and parcels of land
bearing Revenue Survey No. 49, CTS No. 792 paiki on the
eastern side situate at Village Atladra, Taluka Vadodara and
Registration District and Sub-District Vadodara (3),
hereinafter referred to the said Land". The Lessor has
become entitled to the said Land vide (a) Sale Deed dated
March 8, 2011 executed between Taxshilaben H. Patel,
Bhardwaj H. Patel, Nihar H. Patel and Harshvardan B. Patel
as vendors therein and the Lessor as the purchaser therein
(for 4602 sq. mtrs.), and (b) Sale Deed dated October 16, 2011
executed between Taxshilaben H. Patel, Bhardwaj H. Patel,
Nihar H. Patel and Harshvardan B. Patel as vendors therein
and the Lessor as the purchaser therein (for 204 sq. mtrs.).

ii. The Lessor has constructed a building on the said Land


having construction area .of 98426 Sq. Feet built up area
(hereinafter referred to as the "said Building"). The said
Land and the said Building are hereinafter referred to as the
"said Property" and more particularly described in the
Schedule hereto.

(ii) The Lessee is a public trust engaged inter alia in the running
and management of schools under the name and style of
"Tree House High School".

(iii) The Lessee being in need of the certain premises in Atladara


to run its school has approached the Lessor to grant a lease to
the Lessee in respect of the said Property.

Pursuant to discussions held in that regard, the Lessor has


granted a lease in favour of the Lessee over the said
Property.
(v) At the request of the Lessee, the Lessor has agreed to execute
this Lease Deed for the purpose of more particularly
recording the terms and conditions of the lease.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. GRANT OF LEASE
On the terms and conditions set out hereinafter and subject to
the payment of the Lease Rent (as defined herein below), the
Lessor doth hereby demise unto the Lessee the said Land i.e. all
the piece and parcels of land bearing Revenue Survey No. 49,
CTS No. 792 paiki on the eastern side situate at Village Atladra,
Taluka Vadodara and Registration District and Sub-District
Vadodara (3) along with the said Building i.e. the building to be
constructed on the said Land, for the purpose of running a
school under the style and name of "Tree House High School".

2. TERM
The lease in respect of the said Property shall be for a term of 33
(thirty three) years ("Term"), commencing from 01st April, 2014
(hereinafter referred to as the "Commencement Date") and
expiring on 31st March, 2047.

3. RENEWAL
After the expiry of the said Term by efflux of time, the Lease Deed
shall be renewed for a further period of 33 (thirty three) years at
the sole option of the Lessee upon the same terms and conditions
herein contained save and except that the Lease Rent payable by
the Lessee during such renewed lease shall be revised as per the
mutual consent of the Parties.

4. RENT
4.1 For period of first 3 (three) years of the Lease, commencing
from 01st April, 2014 until 31st March, 2017, there shall be no
lease rent payable to the Lessor, which shall be treated as
rent free period.
4.2 In consideration of the Lease to be granted by the Lessor in
favour of the Lessee, the Lessee shall pay the Lessor the sum
of Rs.1,50,000/- (Rupees One Lakh Fifty Thousand only) per
month ("the Lease Rent") during the period of commencing
from Olst April, 2017 until 31st March, 2018 for the balance
Term. The Lease Rent shall stand increased by addition of
an amount equivalent to 3% of the Lease Rent at the end of
every year.

5. SECURITY DEPOSIT
5.1 The Lessee shall on or before the execution of the Lease Deed as
specified in clause 2.2 above, deposit with the Lessor the
amount of Rs.5,00,000/ - (Rupees five lakhoreihafter
"the Security Deposit") as and by way of a refundable interest
free security deposit for due observance and performance of the
terms and conditions of this Lease Deed by the Lessee.
5.2 On the expiry of the Term by efflux of time or on earlier
determination thereof as provided herein, the Lessor shall
forthwith refund (without any deduction on any account and
without interest) the Security Deposit to the Lessee
simultaneously with the Lessee vacating the said Property and
handing over possession thereof to the Lessor.
5.3 In the event the Lessor does not refund the Security Deposit to
the Lessee in full, forthwith on the expiry of the Lease, as
aforesaid, then:

i) without prejudice to any of the Lessee's other rights and


remedies in law, the Lessee shall not be obliged or bound to
vacate and hand over possession of the said Property to the
Lessor and the Lessee shall be entitled to continue to be in
possession of the said Property without being liable to pay any
rent, outgoings, damages or other sum whatsoever to the
Lessor until such time as the Lessor refunds to the Lessee the
Security Deposit in full.

6. USE AND OCCUPATION


The Lessee shall use and occupy the said Property for the
purpose of carrying on its education and other allied activities
and for no other purposes. Any permission, licenses and
approval if required from any Government and/ or the
Municipal authority and/ or other local authorities by the Lessee
specifically in relation to conducting the Lessee's activities in the
said Property shall be obtained by the Lessee at its own cost and
expense. However, the Lessor undertakes to co-operate fully
with and assist the Lessee in any manner that the Lessee may
require in this regard.

7. MUNICIPAL TAXES
During the period of the Lease, the Lessee shall regularly and
punctually bear and pay all the present and future municipal
taxes including proportionate ground rent and/ or other rates,
cesses, taxes, charges and all other similar contributions
(including maintenance charges) in respect of the said Property
(including all increases therein, if any, pursuant to the Lease)
and if the same are paid by the Lessof, the Lessee shall
reimburse the same to the Lessor within a period of 30 days of
the Lessor furnishing the proof thereof in respect of the said
Property.

8. OUTGOINGS
8.1 During the period of the Lease, the Lessee shall regularly and
punctually bear and pay in respect of the said Property at actual
viz. all charges for electricity, water and other utilities consumed
by the Lessee in the said Property in accordance with the bills
issued in respect thereof for which a meter has been installed in
the said Property by the Lessor at its own cost and expense.
8.2 The Lessee shall be entitled to make provision and arrangements
for air-conditioning of the said Property at the Lessee's own
cost and expense.

9. TERMINATION
9.1 Except as provided herein, it has been expressly agreed by and
between the Parties hereto that neither Party shall have the right
to terminate this Lease Deed during the Term of the same .
9.2 Notwithstanding anything to the contrary contained herein, in
the event the Lease Rent payable under these presents remains
unpaid for a period of 60 (sixty) days after becoming payable,
then and in such event, the Lessor shall be entitled to give to the
Lessee 21 (twenty one) days' notice in writing calling upon the
Lessee to make payment of the outstanding amount and if the
Lessee refuses, fails and/ or neglects to do so, then on expiry of
the said period of 21 (twenty one) days, the Lease shall, at the
option of the Lessor, stand automatically determined. In such
an event, the Lessor shall be entitled to adjust the amount of
unpaid Lease Rent from and out of the Security Deposit.
9.3 In the event of any delay or default on the part of the Lessee to
pay the Lease Rent within 21 (twenty one) days as stipulatkl
hereinabove in that behalf herein, then the Lessee shall pay to
the Lessor, simple interest thereon @ 6% p.a. from the day on
which the amount has become due until the date of termination
in the event the Lessor has opted to terminate the Lease Deed
under clause 9.2 above or if not terminated, then until the date
of actual payment.
9.4 Notwithstanding anything to the contrary contained herein, in
the event of the Lessor committing any breach of the terms,
covenants, stipulations and conditions contained herein then in
any such event, the Lessee shall be entitled to give to the Lessor
21 (twenty one) days' notice in writing, calling upon the Lessor to
remedy the breach and if the Lessor refuses, fails and/or neglects
to do so, then on expiry of the said period of 21 (twenty one)
days, the Lease shall, at the option of the Lessee, stand
automatically determined without any further writing, act, deed,
matter or thing on the part of the Lessee. Such termination shall
entitle the Lessee to receive from the Lessor a refund of the
Security Deposit as specified in clause 5.2 hereinabove
9.5 In the event the breach or non-payment complained is remedied
or paid within the prescribed period, the notice of termination, so
served shall automatically stand cancelled.

10. CONSEQUENCES OF TERMINATION


Upon expiry of the Lease Deed by efflux of time or its earlier
determination under the provisions hereof,' the Lessee shall,
upon such expiry forthwith remove itself, its servants, agents,
employees and all the Lessee's articles, belongings, things
and effects from the said Property along with fixtures, fittings
and partitioning etc. and all internal additions and alterations
carried out by the Lessee from the said Property without in any
manner damaging the said Property and place the Les;or in
peaceful, vacant and exclusive possession thereof,
simultaneously against the Lessor refunding the entire Security
Deposit to the Lessee.

11. LESSEE'S COVENANTS:


The Lessee hereby states, represents, agrees, undertakes and
covenants with the Lessor as follows:
11.1 To pay to the Lessor the Lease Rent as specified above
applicable on and from the Commencement Date (subject to
deduction of tax at source, as applicable);
11.2 To use the said Property only for the objects for which it is
created and to permit only its teachers, students, servants,
employees, clients, business associates etc. the use thereof;
11.3 To use the said Property with due care and caution and to keep
and maintain the same in good order and condition (normal
wear and tear excepted);
11.4 To promptly pay all charges of electricity, water and any other
utilities consumed in the said Property during the Term based
on the reading of the meter provided in the said Property;
11.5 On the expiry of the Term or any renewal thereof, to hand over
possession of the said Property to the Lessor in accordance with
the terms, covenants and conditions on the part of the Lessee
herein contained (save and except normal wear and tear and
save and except any damage to the said Property by fire, riots,
earthquake, storm, war, terrorism, labour unrest, civil
commotion, act of God and other conditions over which the
Lessee shall have no control).

12. LESSOR'S COVENANTS


The Lessor hereby states, represents, agrees, undertakes and
covenants as under:

12.1 That the Lessor is the absolute owners of the said Property;
12.2 That the Lessor has good right, full power and absolute
authority to grant the Lease of the said Property on and from the
Commencement Date in favor of the Lessee;
12.3 No notice of acquisition or requisition has been received in
respect of the said Property;
12.4 There are no proceedings initiated or pending against the Lessor
under the Income Tax Act, 1961, and there is no tax or other sum
payable by the Lessor under the Income Tax Act, 1961 in respect
of the said Property;
12.5 That the Lessee shall be entitled to peacefully and quietly
possess and enjoy the said Property for and during the Lease
and any renewal thereof without any interruption or
disturbance from or by the Lessor or any person claiming by,
through, under or in trust for ttte.Lessor;
12.6 That the Lessor has paid all property taxes and other taxes,
assessments in respect of the said Property up to the date hereof,
and after the commencement date of this Lease Deed, the Lessee
shall continue to pay the same in a timely manner for and
during the Term of this Lease Deed;

12.7 That the Lessee shall carry out all repairs and structural repairs
and defects and water-proofing works of the laid Property as
may be required from time to time.

12.8 The Lessor shall be entitled to sell, transfer or otherwise dispose


of the said Property (or any part thereof) or its interest therein at •
any time during the term of the Lease or any renewal thereof (if
any). Any sale or transfer or other disposal of the said Property
shall be subject to the rights of the Lessee remaining intact and
the sale of the said Property shall be made subject to this Lease
Deed remaining in force.

13. FORCE MAIEURE

13.1 If the said Property or any part thereof is damaged or destroyed


due to any unforeseen circumstances, act of God, or any other
force mujeure event as a consequence of which the said Property
cannot be restored by the Lessor within a reasonable time that
may be agreed to by the Lessee, or if the said Property are
acquired or requisitioned by any authority, or if the construction
of the said Property or any part thereof is declared unauthorized
and is ordered to be pulled down under the order of the Court
or Tribunal or the Municipal Authority of the area, or any local
authority whatsoever or if in the opinion of the Lessee, the said
Property (or any part thereof) cannot be used by the Lessee in
the manner contemplated . herein, then in such an event, the
Lessee shall be entitled to forthwith terminate the Lease to be
granted and the Lessee shall not be liable to pay the Lease Rent
for any period during which force majeure event has continued.
13.2 In the event the Lessee is interested in continuing the Lease and
the Lessor agrees to repair or to make good or reinstate the said
Property or any part thereof to its original state and condition,
the Lease Rent shall not be payable by the Lessee from the time
of such destruction of the said Property or any part thereof till it
is returned to its original state and condition and the Lessee may
vacate the premises or any portion thereof to enable the Lessor
to repair or make good the same. It is clarified that such period
shall be excluded from the Term of the Lease.
13.3 Upon termination of the Lease in manner contemplated by this
clause, the Lessor shall within a period not exceeding 60 days
refund the Security Deposit in manner contemplated in this
Deed, and the provisions of clause 5 above shall apply in 'the
event of failure on the part of Lessor to refund the Security
Deposit.

14. ARBITRATION AND JURISDICTION


14.1 Any and all disputes or differences that may arise under or in
respect of or in any manner relating to the Lease to be granted,
shall be referred to the arbitration of a sole arbitrator, duly
appointed by mutual consent of the Parties.
14.2 The arbitration proceedings shall be held at Ahmedabad and
shall be conducted in the English language. The award shall be
final and binding upon the Parties.
14.3 The arbitration shall be held in accordance with the terms of the
Indian Arbitration and Conciliation Act, 1996.
14.4 Subject to what is specified in sub-clauses 14.1 to 14.3 above, the
courts at Ahmedabad shall have exclusive jurisdiction.

15. NOTICE
Any notice required to be given hereunder shall deemed to have
been given if sent by registered post acknowledgement due at the
addressees mentioned below and shall be deemed at have been
received by the other party on expiry of 21 days from the date on
which it was delivered at the post office:

For Lessor: 702-C, Morya House, Off New Link Road,


Andheri (W), Mumbai-400 053

For Lessee: After Kalali Crossing, Atladara Main Road,


Vadodara.

16. STAMP DUTY AND LEGAL COSTS


The stamp duty, registration charges and other costs and expenses
payable on this Lease Deed shall be borne and paid by the Lessor
alone. Each party shall bear and pay its own respective
Advocate's fees.

17. AMENDMENT
No modifications or amendments of this Lease Deed and no
waiver of any of the terms or conditions hereof, shall be valid or
binding unless made in writing and duly executed by both
Parties.

18. WAIVER
No waiver or acquiescence of any breach, or any continuing or
subsequent breach of any provision of this Lease Deed to be
executed shall be construed as a waiver of any right under or
arising out of this Lease Deed to be executed or acquiescence to or
recognition of any right and/or any position other than that
expressly stipulated in this Lease Deed to be executed.
Schedule
(Description of said Property)

All the piece and parcels of land bearing Revenue Survey No. 49, CTS
No. 792 paiki admeasuring about 4806 sq, mtrs. on the eastern side
situate at Village Atladra, Taluka Vadodara and Registration District
and Sub-District Vadodara (3), together with super structure thereon
admeasuring 93600 sq. ft. and is bounded as under -

East :- VUDA Building - Survey no. 48


West :- Rajsuya Society
North- 12 mtrs TP Road
South - 18 mtrs Atladara - Bill Road

IN WITNESS WHEREOF the parties have put their signatures on


these presents of the day and year first above written.
SIGNED AND DELIVERED )
by the withinnamed Lessor )
TREE HOUSE EDUCATION AND )
ACCESSORIES LIMITED )
Through its authorized signatory
Mr. Ashit Kishan Desai )

SIGNED AND DELIVERED


by the withinnamed Lessee
MIRA EDUCATION TRUST )
Through its authorized signatory)
Mr. Paresh Lalitkumar Babaria

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