LEASE AGREEMENT

This LEASE AGREEMENT is made and executed at REWA, on this

____ day of May, 2011

BETWEEN

1. Smt. Sheela Gupta W/o Shri Raj Kumar Gupta;

2. Smt. Kanchan Gupta W/o Shri Ranjan Gupta ; and

3. Smt. Anuradha Gupta W/o Shri Rahul Gupta

All residents of Plot No. 2/9/169, Nehru Nagar, Rewa, M.P.

(hereinafter referred to as the “LESSORS”, which expression
shall, unless repugnant to the context, shall mean and
include their successors, representatives and assigns etc.,
of the FIRST PART);

AND

M/s. Muthoot Finance Limited, a Company duly incorporated

under the Companies Act, 1956, having its Zonal Office (North) at
K-24, First Floor, Feroze Gandhi Road, Lajpat Nagar-II, New Delhi-
110 024, through its Authorised Representative, namely
___________________ (hereinafter referred to as the “LESSEE”,
which expression shall, unless repugnant to the context, mean
and include its successors, representatives and assigns etc., of
the SECOND PART).

WHEREAS the LESSORS are absolute owner of shop/office

premises (admeasuring approx. 930 Sq. Fts.-Carpet Area),
situated on the Ground Floor, Kh. No. 410/5 & 517/5, Ward No. 15,
Mohalla Saman, Chuna Bhata, New Bus Stand, Bandh Sagar Road,
Rewa, M.P. (hereinafter referred to as the “DEMISED PREMISES”).
The LESSORS are desirous of letting out the DEMISED PREMISES
to the LESSEE and the LESSEE is also desirous of taking the same
on lease, for its office purposes.

AND WHEREAS the LESSORS have represented to the LESSEE that

they are fully competent to grant this lease, being the absolute
owners of the DEMISED PREMISES, having full and unfettered
rights to let out the same and further, the DEMISED PREMISES is
commercial in nature. The LESSORS have further represented that
all dues, taxes, levies etc., in respect of the DEMISED PREMISES,
have been duly paid and there are no arrears on account of the
same.
AND WHEREAS on the basis of the above representations made
by the LESSORS and on the LESSORS agreeing to grant the lease
of the DEMISED PREMISES to the LESSEE, the LESSEE has agreed
to take the same on lease basis, for the period and on the terms
and conditions hereinafter appearing.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS

UNDER:

1. That the LESSORS, being legally authorised and fully

competent to let out the DEMISED PREMISES, do hereby
grant, demise and lease unto the LESSEE, the DEMISED
PREMISES i.e. shop/office premises (admeasuring approx.
930 Sq. Fts.-Carpet Area), situated on the Ground Floor, Kh.
No. 410/5 & 517/5, Ward No. 15, Mohalla Saman, Chuna
Bhata, New Bus Stand, Bandh Sagar Road, Rewa, M.P.,
w.e.f. __/05/2011, subject to the covenants, conditions and
agreements between the parties herein written.

2. That the parties have agreed that the LESSEE shall pay
monthly rent of Rs. 28,000/- (Rupees Twenty Eight
Thousand only) to the LESSORS, for the DEMISED PREMISES.

The LESSORS have requested the LESSEE to make the

payment of the monthly rent(s), aforementioned, in the
ratio as detailed hereunder:

IN FAVOUR OF % AMOUNT
Smt. Sheela Gupta 34% Rs. 9,520/-
Smt. Kanchan Gupta 33% Rs. 9,240/-
Smt. Anuradha Gupta 33% Rs. 9,240/-

Total: 100% Rs. 28,000/-

The LESSORS have further requested the LESSEE to issue

separate cheque, for the aforementioned amounts, in their
respective names, after deducting TDS, as per rule.

3. That the tenure of the present lease, shall be for a period of

Fifteen (15) years, commencing from __/05/2011, unless
otherwise determined earlier, in terms of the lease, as
appearing hereinafter. After the expiry of the said lease
tenure of Fifteen years, the parties may extend/renew the
lease for further period(s) and upon such terms, as may be
mutually agreed upon between them.
4. That it has been mutually agreed that the rent herein
reserved, shall increase by 15% on the expiry of every
Three years period, on the Base rent i.e. First month’s rent.

5. That the tenure of the present lease shall commence from

__/05/2011. However, the LESSORS have granted 45 days
grace period (rent free) to the LESSEE to carry out the
interiors, renovation etc. and during the said grace period,
no rent shall be payable by the LESSEE, in respect of the
DEMISED PREMISES. It has, therefore, been mutually agreed
between the parties herein, that the rent for the DEMISED
PREMISES shall commence from __/07/2011 onwards.

6. That the LESSEE shall be duty bound to pay the monthly

rent in advance, on or before the 7th day of each English
Calendar month.

7. The LESSORS hereby confirm that the DEMISED PREMISES

confirms to the sanctioned plans for commercial usage and
the building byelaws of the Society/State.

8. That the LESSORS shall give full right and liberty to the
LESSEE and its constituents, employees, servants and
workmen and all persons authorised by the LESSEE, to use
in a reasonable manner, in common, with other occupants
of the building and common portions, such as stairs,
passages, corridors whatsoever, appurtenant to the
DEMISED PREMISES and such other appurtenant such as
bathroom and toilet facilities etc. which are for the common
use of the occupants as may be necessary for the full and
proper enjoyment of the DEMISED PREMISES.

9. That the LESSEE is, inter alia, engaged in the business of

finance, leasing and hire purchase. It is understood and
agreed between the parties herein that the LESSEE shall
use the DEMISED PREMISES for running its aforementioned
business and for running the business of its sister
concerns/companies, operating under the Muthoot Group.
Accordingly, the DEMISED PREMISES shall be used for
“commercial/office” purposes.

10. That the LESSEE shall pay charges for the consumption of
electricity and water, in the DEMISED PREMISES, as per
their consumption and as per the bills that may be received
by them from the competent authorities, from time to time.
It is agreed that the LESSORS shall provide a separate
electricity meter, exclusively for the DEMISED PREMISES,
having minimum capacity of 8 KW/enhancement to the
existing electrical load to the tune of 8 KW (e.g. if the
 premises is having a load of 2 KW, the LESSORS will provide
the required enhancement of 6 KW.) The cost of the
separate electric load/enhanced load, will be reimbursed to
the LESSORS, after submission of the original bills.

The LESSORS will also provide a separate water connection

in the premises and will provide a Sintex or equivalent
Water tank of 500 liters at their cost. At the initial stages,
when there is no electricity or water in the premises, the
LESSORS will temporarily arrange the same so that the
ongoing construction activity won’t get affected. The
LESSEE will reimburse the cost as per actual, to the
LESSORS.

11. That the LESSEE shall be at liberty to construct in or upon or

fasten to the DEMISED PREMISES; partitions, counters and
all other office and trade fixtures and fittings as well as the
fans, fan rods, air conditioners and light drops etc. The
LESSORS further agree to allow the LESSEE to display with
sign or such similar sign boards, bearing the name of the
LESSEE and corporate logo and relevant information
thereto, on the door of the DEMISED PREMISES, on the
board depicting relevant particulars of the occupants of the
property in which the DEMISED PREMISES is situated, as
well as its sign boards as per the needs of LESSEE will be
displayed at the frontage, backside and the sides of the
DEMISED PREMISES, as well at other prominent display
locations, as may be required by the LESSEE. The size of
glow signboards, shall be as follows:

(a) Front Side : 18’ x 4’ (at Roof level).

Any municipal tax etc., if any, pertaining to the display of

such signboard, shall be borne by the LESSEE.

The LESSORS have authorized and permitted the LESSEE to

construct, a Strong Room within the DEMISED PREMISES.
The LESSORS will not raise any objection for constructing
the Strong room at South-West, as per Vasthu. The
LESSORS undertake to render all possible help/assistance to
the LESSEE, in carrying out the construction of the Strong
room.

It is agreed between the parties herein that the entire cost

incurred for the construction of the said Strong room, shall
be borne by the LESSORS.

12. That the LESSORS shall be liable to pay all taxes/charges, in

respect of the DEMISED PREMISES (including
 property/municipal taxes, levies etc). The LESSORS shall
also be responsible and liable for payment of any
new/additional charges, rates, taxes, surcharges, penalties
etc., whatsoever raised by any competent authority/forum
etc., at any point of time, pertaining to the DEMISED
PREMISES, for its use or otherwise.

13. That the parties have agreed that the LESSEE shall not be
entitled to sub-let, assign or otherwise part with the
possession of the DEMISED PREMISES or any part thereof in
favour of a third party, without the previous written consent
of the LESSORS. The LESSEE, however, shall be within its
rights to use the DEMISED PREMISES for running the
business of its other sister concerns, firms and companies,
all however, forming a part of the Muthoot Group.

14. That the LESSEE shall keep the DEMISED PREMISES and all
its fittings, fixtures etc. in good tenanted repair, order &
condition, except the normal & reasonable wear and tear
and further damages by fire, riot, earthquake, tempest or
other vis. majors, not occasioned on account of any
negligence or other acts of omission or commission
attributable to the LESSEE or the occupants of the DEMISED
PREMISES or their employees, agents, servants or any other
person(s) working for them or on their behalf.

15. That the LESSEE shall be responsible for the maintenance,

care cleanliness and minor repairs of the DEMISED
PREMISES as a prudent person.

16. That the LESSORS have assured the LESSEE that they have
absolute and unrestricted right to lease the DEMISED
PREMISES and execute this Lease Agreement, as per the
terms and conditions contained herein and that they have
complied with all the requisite compliance under the
applicable statutory provisions. In the event of there being
any defect or deficiency or inadequacy in the rights of the
LESSORS, to execute this Lease Agreement and/or to give
on lease the DEMISED PREMISES, the LESSORS undertake to
indemnify the LESSEE against all consequences arising
therefrom, including damages, losses, cost or any other
claims or demand relating thereto.

17. That the LESSEE shall permit the LESSORS, their agent(s),
surveyor(s), workman, employee(s) etc., with all necessary
appliances and instruments to enter upon the DEMISED
PREMISES at all reasonable times fixed with prior intimation,
in writing, for the purposes of viewing the conditions of the
DEMISED PREMISES and/or for carrying out necessary
 repairs therein as may be required or necessary for the
proper maintenance and upkeep of the DEMISED PREMISES.
18. It is agreed between the parties herein that in case any
prosecution of the LESSORS, is initiated or is consequently
concluded by the Municipal Authority or any other
competent authority; or the DEMISED PREMISES or the
building in which the DEMISED PREMISES is situated, is
attached by any Court, Forum, institution or Authority; or
due to any other reasons, the DEMISED PREMISES is
rendered unusable, by the LESSEE or the LESSEE is
compelled either to vacate the DEMISED PREMISES or stop
its current functioning/user of the DEMISED PREMISES, then
and on the happening of any of the above mentioned
contingency, the LESSEE would have a right to terminate
the present lease forthwith, and in that eventuality, the
LESSORS shall indemnify the LESSEE, to the extent of the
expenditure incurred by the LESSEE, in
furnishing/renovating the DEMISED PREMISES and making it
suitable for the running of its business.

19. Notwithstanding anything that has been stated above, the

LESSEE shall have a right, to determine the present lease
agreement, at any time, even prior to the expiry of the
lease tenure, as reserved hereinabove, by giving Three
months notice in writing, to the LESSORS in advance, or by
paying Three months rent, in lieu thereof.

20. That in case the LESSEE makes two consecutive defaults in

making payment of rent to the LESSORS, then and in such
case, the LESSORS shall serve a notice in writing to the
LESSEE, to remedy the default within a period of 30 days
from the date of receiving the said notice. In case the
LESSEE fails to remedy the default within the said notice
period of 30 days, it shall be lawful for the LESSORS to
determine this lease by giving notice at least of One month,
in writing, to the LESSEE and on the expiry of the period of
such notice, the LESSEE shall be liable to vacate and
handover possession of the DEMISED PREMISES to the
LESSORS or their authorised representative and in such an
event, shall also be liable to pay the rent, for the period
upto, the expiry of the said notice period.

21. That any notice, required to be given under this lease, shall
be in writing and shall be served on the LESSEE at the
DEMISED PREMISES and to the LESSORS at their address
first hereinabove mentioned. Either party shall notify to the
other in writing, any change in such address(s) for service
of notice(s) upon it. The notice(s) shall be served personally
or by Registered Post.
22. That Stamp Duty, Registration Charges etc. for the
execution and registration of this Lease Agreement, shall be
borne and shared equally by the LESSORS and the LESSEE.

23. That in consideration of the rent herein agreed and all

payments as payable to the LESSORS under this
Agreement, being paid by the LESSEE regularly and other
terms and conditions and covenants as cast of the LESSEE
being observed and performed by the LESSEE, the LESSEE
shall peacefully enjoy the DEMISED PREMISES during the
period of this lease without any interruption by the
LESSORS. The LESSORS shall duly observe and perform the
obligations on their part herein and shall extend all co-
operation to enable the LESSEE to fulfill the obligations on
its part and enjoy the DEMISED PREMISES in accordance
with the terms and conditions herein provided.

24. That the LESSEE shall maintain the DEMISED PREMISES in

good and tenantable condition and on the expiry of this
lease or termination, as mentioned herein, shall hand over
the DEMISED PREMISES to the LESSORS on an “as is where
is” basis as on the date of handing over of the vacant
physical possession. The LESSORS and the LESSEE agree
and accept that the LESSEE shall be at liberty to remove all
its fixtures and fittings, whether temporarily or permanent
installed by the LESSEE and the LESSORS shall not object to
the same.

25. That the original Lease Agreement shall be retained by the

LESSEE and a certified copy thereof, shall be provided to
the LESSORS.

26. That it has been agreed upon between the parties herein
that the LESSORS will provide/do the following works:

♦ Flooring of the DEMISED PREMISES, by Vitrified Ivory

colour tiles of size 2’ x 2’. While doing flooring, a 2’’
slope will be provided at the North East.

♦ Opening(s) on the Front side, as per layout of LESSEE.

♦ Aluminium Sliding windows with MS Grill, at Front,

Back and Left/Right Sides of the DEMISED PREMISES,
as per layout of LESSEE.

♦ Rolling Shutter and Collapsible Gate at the entrance.

 ♦ Toilet & Pantry at South East/North West corner, as
per approved layout of LESSEE, with all fittings, water
& sewerage connections and Exhaust at Toilet &
Pantry.

The entire cost for all the above works (including the cost of
construction of the said Strong room), shall be borne
exclusively by the LESSORS. The LESSORS shall get the
above works done through the Company’s/LESSEE’s
empanelled Contractor.

All other civil works, like demolition of existing

fixtures/fittings etc., removal of Malba/debris, construction
of Partition Walls & Plaster thereof, Brick works etc., shall
be carried out by the LESSORS, through their Contractor
and/or through Company’s/LESSEE’s empanelled
Contractor, after finalization of the cost thereof, which cost
shall be exclusively borne by the LESSORS.

27. The LESSORS undertakes that during the subsistence of the

present lease, with the LESSEE, they shall not let and/or
rent out any portion of the same building/complex, to any
competitor of the LESSEE/any entity engaged in the similar
line of business as that of the LESSEE.

28. In case the LESSORS during the period of this lease, desire
to sell and/or transfer or dispose off their rights in the
DEMISED PREMISES, as a whole or in any part or parts
thereof, in favour of any person(s), then they shall do so
only after obtaining a prior written consent from the
LESSEE, which consent the LESSEE shall grant subject to
the LESSORS procuring a written undertaking, from the
prospective new landlord(s) in favour of the LESSEE,
confirming that he/they shall be bound to continue the
lease for the entire lease tenure and shall also be bound by
all the terms & conditions of the lease agreement. In other
words, such transferee/s would stand substituted in place of
the LESSORS in respect of all covenants, as agreed herein
in this lease.

Further, in such an event, the LESSEE shall, on completion

of the above and after the necessary documentation, shall
attorn in favour of the new owner(s) and pay the rent, to
the new owner(s).

IN WITNESS WHEREOF, the parties hereto have subscribed

their respective hands and seal at place, day, month and year
first above mentioned, in the presence of the following:
WITNESSES:

1. 1. _____________

2. _____________

3. _____________

LESSORS
2.

LESSEE
 AGREEMENT FOR SECURITY DEPOSIT
This AGREEMENT is made and executed at REWA, on this ____
day of May, 2011

BETWEEN

1. Smt. Sheela Gupta W/o Shri Raj Kumar Gupta;

2. Smt. Kanchan Gupta W/o Shri Ranjan Gupta ; and

3. Smt. Anuradha Gupta W/o Shri Rahul Gupta

All residents of Plot No. 2/9/169, Nehru Nagar, Rewa, M.P.

(hereinafter referred to as the “LESSORS”, which expression
shall, unless repugnant to the context, shall mean and
include their successors, representatives and assigns etc.,
of the FIRST PART);

AND

M/s. Muthoot Finance Limited, a Company duly incorporated

under the Companies Act, 1956, having its Zonal Office (North) at
K-24, First Floor, Feroze Gandhi Road, Lajpat Nagar-II, New Delhi-
110 024, through its Authorised Representative, namely
___________________ (hereinafter referred to as the “LESSEE”,
which expression shall, unless repugnant to the context, mean
and include its successors, representatives and assigns etc., of
the SECOND PART).

WHEREAS the LESSORS, by and under a written Indenture of

Lease (hereinafter referred to as the said “Lease Agreement”), have
demised unto the LESSEE, shop/office premises (admeasuring
approx. 930 Sq. Fts.-Carpet Area), situated on the Ground Floor,
Kh. No. 410/5 & 517/5, Ward No. 15, Mohalla Saman, Chuna
Bhata, New Bus Stand, Bandh Sagar Road, Rewa, M.P.
(hereinafter called the “Said Premises”), on payment of rent and
on the terms and conditions contained therein, to be observed
and performed on the part of the LESSEE.

AND WHEREAS the LESSEE as per the terms of the lease, has
agreed to pay, Interest Free Refundable Security Deposit, to the
LESSORS, for the due & proper observance and performance of its
obligations under the said Lease Agreement. The parties hereto
have agreed to execute this Agreement for the same, being these
presents.
NOW IT IS HEREBY AGREED AND BETWEEN THE PARTIES
HERETO AS F0LLOWS:

(1) The LESSEE has, simultaneous with the execution of the

said Lease Agreement, paid a total amount of Rs. 84,000/-
(Rupees Eighty Four Thousand only) to the LESSORS, as Interest
Free Refundable Security Deposit (hereinafter referred to as
“IFRSD”), vide Three separate Cheques bearing no. ______,
______& ______, all dated __/05/2011 and both drawn on
__________________, for the due observance and performance
of the terms & conditions and obligations under the said
Lease Agreement; the receipt of which sum, the LESSORS
do hereby acknowledge as well.

The LESSORS have requested the LESSEE to make the

payment of the said Security Deposit amount, as
aforementioned, in the ratio as detailed hereunder:

IN FAVOUR OF % AMOUNT
Smt. Sheela Gupta 34% Rs. 28,560/-
Smt. Kanchan Gupta 33% Rs. 27,720/-
Smt. Anuradha Gupta 33% Rs. 27,720/-

Total: 100% Rs. 84,000/-

The LESSORS hereby agree to refund the said IFRSD, to the

LESSEE, on the expiry/earlier termination of the lease,
without any interest there upon, simultaneous with the
handing over the vacant, peaceful and physical possession
of the leased premises, by the LESSEE to the LESSORS,
subject, however, to the adjustments, if any, pertaining to
the arrears of rent, electricity and water charges.
In the event the LESSORS fail to refund the entire amount of
IFRSD upon expiry of the lease or its earlier termination (as
the case may be), the LESSORS shall, till the refund of
IFRSD, be liable to pay interest at the rate of 2% per month,
on such IFRSD.
(2) In the event the LESSORS sell or transfer the leased
premises or any part thereof, during the term of the lease,
the new purchaser(s)/allottee(s) or transferee(s) prior to sale
or transfer, shall be made aware of and bound by the terms
and conditions contained in the said Lease Agreement and
herein. The LESSORS shall also transfer the said IFRSD, in the
name of such purchaser(s)/allottee(s) or transferee(s) and
shall obtain acknowledgement thereof from them and shall
also obtain confirmation from the purchaser(s) of their
liabilities to refund such IFRSD to the LESSEE, as per terms
hereof and under the said Lease Agreement.
(3) It is specifically and clearly understood between the parties
herein, that this Agreement for Security Deposit shall be
concurrent, co-existent and co-terminus to the said Lease
Agreement, executed between them and shall not be
independent of the same.

IN WITNESS WHEREOF, the parties hereto, have hereunto set and

subscribed their hands and seal the day and year first
hereinabove written.

WITNESSES:

1. 1. _____________

2. _____________

3. _____________

LESSORS
2.

LESSEE