Exhibit 10.12
GODREJ & ▇▇▇▇▇ MFG CO LTD
LEGAL DEPARTMENT
AGREEMENT ON
LEAVE AND LICENCE
(WNS PLANT 11)
INDEX
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ARTICLES CONTENTS PAGE NO
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I PREMISES
II COMMENCEMENT,DURATION,RENEWAL
AND REGISTRATION
III LICENCE FEE
IV PROPERTY TAXES,MUNICIPAL TAXES AND
OTHER STATUTORY LEVIES
RELATING TO THE PREMISES
V REPAIRS AND MAINTENANCE TO THE
PREMISES
VI OBLIGATIONS OF LICENSOR
VII OBLIGATIONS OF LICENSEE
VIII NON SOLICITATION OF EMPLOYEES
IX TERMINATION OF THE AGREEMENT
X COMPLIANCE WITH LAW
XI ARBITRATION
XII JURISDICTION
XIII ENTIRE AGREEMENT
XIV FORCE MAJEURE
XV NOTICES
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LEAVE AND LICENCE AGREEMENT
THIS AGREEMENT made on this 31st day of May 2006 BETWEEN GODREJ & ▇▇▇▇▇
MANUFACTURING COMPANY LTD., a Company incorporated under the provisions of the
Indian Companies Act, 1913, and having its Registered Office at ▇▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereinafter referred to as the "LICENSOR" (which
expression shall unless it be repugnant to the context or meaning thereof, be
deemed to include their successors and permitted assigns) of the ONE PART;
AND
WNS Global Services Pvt. Ltd., a Company incorporated under the Companies ▇▇▇,
▇▇▇▇, and having its Registered Office at Plant 10, Godrej & ▇▇▇▇▇ Complex,
Vikhroli (W), Mumbai 400 079 hereinafter referred to as "the LICENSEE" (which
expression shall
unless it be repugnant to the context or meaning thereof, be deemed to include
their successors and permitted assigns) of the OTHER PART.
The "LICENSOR" and the "LICENSEE" are hereinafter together always referred to as
the "Parties" and are individually, when necessary, referred to as "Party".
WHEREAS the LICENSOR is the owner of and absolutely seized and possessed of
and/or otherwise well and sufficiently entitled to all those lands lying, being
and situate at ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, on which the LICENSOR has
built and constructed several industrial sheds and office blocks.
AND WHEREAS the LICENSOR has constructed Plant No. 11 building (Part) being
delineated in RED in the plan annexed and more particularly described in the
schedule hereto (hereinafter referred to as "the Licensed Premises").
AND WHEREAS the LICENSEE has requested the LICENSOR to permit the LICENSEE to
use and occupy the Licensed Premises which request has been acceded to by the
LICENSOR and the Parties hereto have agreed to enter into a Leave & License
Agreement in the manner following:
NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
I. PREMISES
1. The LICENSOR hereby grants the Leave and License to the LICENSEE to use
and occupy the Licensed Premises, more particularly written and detailed
in the schedule hereunder
(and demarcated in the colour RED in the plan annexed hereto).
2. At all times, the ownership and legal possession of the Licensed Premises
shall be that of the LICENSOR, only and the LICENSEE shall use and occupy
the Licensed Premises as LICENSEE only, and shall not claim any right,
title or interest of any nature whatsoever in the Licensed Premises and
that nothing in this Agreement shall be construed to be a demise at law in
respect of the Licensed Premises or to confer the LICENSEE any right of
tenancy/sub-tenancy/lease/sub-lease, etc., in respect of the Licensed
Premises or to confer upon the LICENSEE any right of
tenancy/sub-tenancy/lease/sub-lease, etc., in respect of the Licensed
Premises.
II. COMMENCEMENT, DURATION, RENEWAL OF LEAVE AND LICENCE AND REGISTRATION OF
LEAVE AND LICENCE DEED
1. The Leave & Licence shall be deemed to have commenced on or from
24.04.2006 and shall be in force for a period of 33 months, on the same
terms and conditions herein.
2. The LICENSOR shall allow the LICENSEE to use the Licensed Premises for the
period mentioned above without any hindrance, obstacle etc. subject to the
LICENSEE paying the License fee.
3. Cost of Non Judicial stamp paper, registration charges and expenses in
respect of this document shall be borne by the LICENSEE.
4. The duly stamped and registered Leave and License Deed shall always remain
with the LICENSOR
5. The
Leave and Licence Agreement may be agreed to be renewed for a further
term at the option of the LICENSOR.
III. LICENCE FEE
1) In consideration of the grant of the Licence to use the Licensed Premises
as aforesaid, the LICENSEE shall pay to the LICENSOR a monthly License fee
of Rs. 6,63,354.00 from the date of commencement of the Agreement.
2) The Licence fee shall be paid by the LICENSEE to the LICENSOR by way of an
account payee cheque drawn in favour of the LICENSOR on or before the 5th
day of every month.
IV. PROPERTY TAXES, MUNICIPAL TAXES AND OTHER STATUTORY LEVIES RELATING TO THE
SAID PREMISES/PROPERTY
1) The Licensor shall pay in respect of the Licensed Premises all existing
taxes and outgoings including all municipal taxes, cess, duties,
impositions and levies imposed by the municipal corporation of Greater
Mumbai. Any future increase in the rates of taxes and outgoings aforesaid
by the Municipal Corporation of Greater Mumbai subsequent to the first
assessment as a Licensed premises shall be shared equally by the Licensor
and the Licensee. In other words the Licensee shall not be liable for any
increase of taxes and outgoings if such increase is attributable only to a
change in the nature of assessment due to the license created in favour of
the Licensee.
This shall not be applicable for the First Floor area for which the
Licensee has agreed to reimburse all taxes, cesses, duties, impositions &
levies imposed by MCGM which is in excess of Rs. 3/-sq.ft of built up area
at the first assessment stage as well as for any other future increases.
2) The LICENSEE shall pay the actual charges for Electricity consumed by the
LICENSEE as per the actual meter reading to the concerned authority.
V. REPAIRS AND MAINTENANCE TO THE PREMISES
1) The LICENSEE shall maintain and undertake all minor repair work relating
to the Licensed Premises. In the event of any major structural defects in
the Licensed Premises, it shall be the responsibility and obligation of
the LICENSOR to carry out such repairs.
2) No major structural alteration or modification of permanent nature shall
be carried out by the LICENSEE.
VI. OBLIGATIONS OF LICENSOR
1) The LICENSOR shall be liable to make good the exterior and structure of
the Licensed Premises including walls, drainage and roof by carrying out
necessary repairs or renovations within its statutory common duty of care.
2) The LICENSOR shall provide the LICENSEE for its operation at their own
cost
a) Water -- Requisite water connection from the Municipal Corporation,
subject to availability. The charges for consumption of water shall
however be borne by the LICENSEE as per actual metered consumption
at prevailing rates.
b) Power -- With a view to enable the LICENSEE to put up and operate
lights, fans split/windows/central air conditioning and other
electrical, mechanical and electronic equipment, computers,
peripherals, fittings and apparatus as the LICENSEE may require, the
LICENSOR shall allow the LICENSEE to make necessary application for
power to the concerned authorities and
avail of the power supply. The LICENSOR shall provide the necessary
no objection for such application of power supply by the LICENSEE to
the authorities. Any alterations or additions to the electrical
installations which the LICENSEE carries out shall be intimated to
the LICENSOR and the LICENSEE shall obtain necessary statutory
approvals for the same. The LICENSEE hereby agrees to bear all
charges to be paid to the power supply company for making the power
available to the LICENSEE in terms of these presents and for
consumption of the electrical power by the LICENSEE.
3) LICENSOR shall keep the area surrounding the Licensed Premises and its
approaches in clean and tidy condition.
4) The Licensor shall take all reasonable steps to assist the Licensee for
facilitating the installation of telecommunication infrastructure
including telephone lines, leased lines etc. by the Licensee.
VII. OBLIGATIONS OF THE LICENSEE
1) The Licensed Premises will be used only for carrying on the business of
the LICENSEE and for no other purpose.
2) The LICENSEE shall not be deemed to be in the exclusive occupation of the
Licensed Premises and the LICENSOR will have the right to enter upon the
Licensed Premises at any time to inspect the Licensed Premises with
adequate prior notice to the Licensee and without inconveniencing the
Licensee in any way. Provided always that the Licensor shall not interfere
with the work or operation of the Licensee being lawfully carried on in
the Licensed Premises.
3) The LICENSEE shall use the Licensed Premises as bare LICENSEE only and
such use shall cease forthwith on the
expiry of the term of this Agreement or upon sooner determination of this
Agreement.
4) The LICENSEE shall use the Licensed Premises with due care and caution and
shall keep the said Licensed Premises in good order and condition and upon
the expiry of this license, the LICENSEE shall leave the same in good
condition as they are on the date hereof and shall make compensation for
any damage done (reasonable wear and tear excepted) due to Licensee's act
or omission.
5) The LICENSEE shall not cause any nuisance or annoyance to the people in
the neighborhood or store any hazardous goods on the Licensed Premises.
6) On the expiration of the said term or period of the licence or earlier
termination thereof, the LICENSEE shall hand over vacant and peaceful
possession of the Licensed Premises to the LICENSOR in the same condition
in which the Licensed Premises now exist subject to normal wear and tear.
The LICENSEE'S occupation of the Licensed Premises after such termination
will be deemed to be that of a trespasser.
7) The LICENSEE shall under no circumstances assign or transfer the benefit
of this Agreement to any other person.
8) The LICENSEE shall keep the Licensed Premises and every part thereof in
clean and tidy condition. The LICENSEE shall not keep anything in or
around the Licensed Premises, which shall always be kept un-littered and
in tenantable condition.
9) The LICENSEE shall not in any way impede the LICENSOR or its personnel in
the exercise of the right of possession and control of the Licensed
Premises and every part thereof.
10) The LICENSEE will keep the interior of the Licensed Premises in good and
substantial repair and condition.
11) The LICENSOR'S personnel shall at all times be granted unrestricted access
to the Licensed Premises including every part thereof, for the purpose of
maintaining/repairing the
essential services/equipments located in and around the Licensed Premises
and also to check if any addition/alterations have been done by LICENSEE
without the consent of the LICENSOR with adequate prior notice to the
Licensee and without inconveniencing the Licensee in any way. Provided
always that the Licensor shall not interfere with the work or operation of
the Licensee being lawfully carried on in the Licensed Premises..
12) In the event of any amendment to the current laws or any new land laws
being enacted by the Legislature, the same shall not apply to either party
so as to prejudicially effect their respective rights mutually agreed
hereunder.
13] The LICENSOR or its representative, employee or workmen shall at all times
have unobstructed access to the open areas around the Licensed Premises
during the term of this Agreement for purposes of access to essential
services or in case of emergencies.
14) The Licensor shall deploy its security personnel at the entrance of the
appurtenant area of the Licensed Premises.
VIII. NON SOLICITATION OF EMPLOYEES
Neither party shall, during the term of this Agreement and for a period of
five years thereafter, directly or indirectly solicit, recruit, or induce
the employees, Clients and customers of the other Party.
IX. TERMINATION OF THE AGREEMENT
1) Either party shall be entitled to terminate this Agreement, in the event
of the Other Party committing a breach of the terms and conditions
contained in this Agreement to be observed and performed by such Other
Party, by giving 30 days advance
notice in writing and if the Other Party rectifies the breach and informs
the non breaching Party in writing about the same within the said period
of 30 days then the notice will cease to be effective. In case of the
breaching Party being the Licensee and is unable to rectify the breach
within the period of 30 days, the LICENSEE shall forthwith quit, vacate
and hand over the peaceful possession of the Licensed Premises within 30
days thereafter to the Licensor. Provided, however, that failure of the
Licensee of its obligation to quit, vacate and handing over the peaceful
possession of the Licensed Premises within 30 days in the event of the
LICENSEE failing in his obligation to correct the breach within the
specified period mentioned above, the LICENSOR shall be entitled to
forthwith to remove the LICENSEE from the Licensed Premises.
2) Further in the event the LICENSEE informs the LICENSOR of its decision or
desire to reduce its paid up capital below Rs.1,00,00,000/- or such
statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999
the LICENSOR shall be entitled to terminate this Agreement by giving 30
days notice in writing to the LICENSEE, it being the express intention of
the Parties that the LICENSEE shall under no circumstances seek protection
under the Rent Control Act including any amendment thereto, and that the
LICENSEE shall hand over vacant and peaceful possession of the Licensed
Premises 30 days after the LICENSOR serves the LICENSEE with notice of
termination as provided hereinafter.
3) Notwithstanding anything contained Clauses 1, 2 & 3 above, it is hereby
agreed and declared that if the LICENSEE passes a resolution for voluntary
winding up or if it is unable to pay its debts or compromises with its
creditors or if a receiver of its property is appointed or if a petition
filed under the Companies Act, 1956 for winding up of the LICENSEE is
successful or if the LICENSEE voluntarily becomes the subject
of proceedings under any bankruptcy or insolvency law, or if the LICENSEE
takes or suffers action for its reorganization, or its liquidation or
dissolution except when such events is within the Group Entities of the
LICENSEE as mentioned in Annexure I, provided that the Group is not
amalgamated with any other company or taken over by any other entity, or
the LICENSEE becomes or is declared a sick company under the Sick
Industrial Companies Special Provisions Act, 1985 then and in any of such
events the LICENSOR shall be entitled to terminate this Agreement
forthwith and thereupon the LICENSEE or the person or persons or authority
in whom the estate of the LICENSEE may be vested shall hand over charge of
Licensed Premises to the LICENSOR forthwith, failing which the LICENSOR
shall be entitled to reenter the Licensed Premises.
5) On the expiry or earlier termination of this license, the LICENSEE shall,
within not more than 30 days of such expiry or termination, remove its
employees and servants and all its and their belongings, chattels,
articles and things, whether or not affixed to the Licensed Premises
(hereinafter called the "said Goods") from the Licensed Premises, and
vacate and hand over quiet and peaceful possession of the Licensed
Premises to the LICENSOR in the same good order and condition in which
they were at the time when the LICENSEE entered into the Licensed Premises
(reasonable ▇▇▇▇ & tare acceptable). The LICENSEE shall be liable to pay
the License fee of Rs. 3,00,000.00 (Rupees Three Lacs only) per day.
6) Subject to Clause 5 above and the other provisions of this Agreement, it
is expressly agreed between the parties hereto that the occupation of the
Licensed Premises by the LICENSEE immediately after expiry or sooner
determination/ termination of this Agreement shall be an act and the
LICENSEE shall pay to the LICENSOR a sum of Rs.3,00,000.00 (Rupees Three
Lacs only) per day for occupying the Licensed Premises. This right
will be without prejudice to the other remedies available to the LICENSOR
in law.
X. COMPLIANCE WITH LAW
1) LICENSEE shall comply with all rules, regulations, ordinances and other
public requirements now or hereafter pertaining to LICENSEE'S use of the
Licensed Premises and indemnify the LICENSOR against any breach thereof.
2) LICENSOR shall comply with all laws, orders, ordinances and other public
requirements now or hereafter affecting the Licensed Premises and
indemnify the LICENSEES against any breach thereof.
XI. ARBITRATION
1) If any dispute arises between the parties hereto during the subsistence or
thereafter, in connection with the validity, interpretation,
implementation or alleged material breach of any of the provisions of this
Agreement or regarding any question including the question as to whether
the termination of the Agreement by one party hereto has been legitimate,
the parties hereto shall endeavor to settle such disputes amicably.
2) In case of the failure of the parties to settle such disputes within 30
days, either party shall be entitled to refer the disputes (if legally
possible) to arbitration. The arbitration shall be conducted by a sole
Arbitrator mutually appointed, or in case of disagreement as to the
appointment of a sole Arbitrator, by three (3) Arbitrators of which each
party shall appoint one Arbitrator and the two appointed Arbitrators shall
jointly appoint the third Arbitrator. The provisions of the Arbitration
and Conciliation Act, 1996, including any
amendment to it thereto shall govern the Arbitration proceedings. The
Arbitration proceedings shall be in English. The place of arbitration will
be Mumbai.
XII. JURISDICTION
The Parties expressly agree that only the competent courts of jurisdiction
at Mumbai shall have exclusive jurisdiction in all matters arising
hereunder.
XIII. ENTIRE AGREEMENT
1) This Agreement and all attachments hereto set for the entire understanding
and Agreement between the parties as to the Subject matter of this
Agreement and merge and supersede all Previous communications,
negotiations, warranties, representations and agreements either oral or
written, With respect to the subject matter hereof and no addition to or
Modification of this Agreement shall be binding on either party hereto
unless reduced to writing and duly executed by each of the parties hereto.
In the event of any conflict between the terms of this Agreement and the
terms of any letter or other document, the terms of this Agreement shall
govern.
2) In case one or more provisions contained in this Agreement should be or
become fully or in part invalid, illegal or unenforceable in any respect
under any applicable law, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in anyway be affected
or impaired. Any provision which is fully or in part invalid, illegal or
unenforceable shall be replaced, if possible under the applicable law, by
a provision which as nearly as possible
fulfills the intent of the invalid, illegal or unenforceable provision.
XIV. FORCE MAJEURE
1) Any delay or failure of performance by either party to this Agreement
shall not constitute default hereunder or give rise to any claims for
damages against that party, if and to the extent caused by force majeure
or matters beyond reasonable control of such party including, but not
limited to the acts of god, fires, floods, severe droughts, explosion,
riots, war, etc.
2) If the force majeure in question, prevails for a continuous period in
excess of 30 days, the parties shall enter into bonafide discussions with
a view to access its effects or to agreeing upon such alternative
arrangements as may be fair and reasonable. Upon cessation of the cause or
causes for delay or prevention, the party affected by the force majeure
shall resume the performance of the contractual obligations. In the event
of force majeure the parties will make their best endeavours to and will
take all reasonable measures available to mitigate the effect of such
force majeure.
3) If the whole or any portion of the Licensed Premises shall, at any time,
be destroyed or damaged, so as to be rendered inaccessible or
uninhabitable, in whole or in part, other than due to the fault of the
Licensee or if as a result of any of the force majeure events as mentioned
in Clause 14 the Licensee is prevented from gaining free and unobstructed
access to the Licensed Premises, then the license fee to be paid hereunder
or appropriate portion thereof according to the nature and extent of the
impediment to occupancy shall cease and be suspended proportionately until
the Licensed Premises shall be rendered fit and accessible for use and
occupation by the Licensee. However, if the Licensed
Premises is not fit for use and occupation or continues to remain unfit
for use and occupation by the Licensee or if the Licensee is prevented
from gaining free and unobstructed access to the Licensed Premises for a
period of 90 days or mutually agreed period, then the Licensee shall upon
the expiry of the said 90 days or mutually agreed period be entitled to
terminate this Agreement by giving to the Licensor 07 days notice in
writing.
XV. NOTICES
1) All notices or other communications required or permitted or be given
under this Agreement shall be in writing and shall be either delivered
personally or sent by mail, at the following addresses of the parties:
a. to the LICENSOR at its Registered office mentioned herein, and
b. to the LICENSEE at
i. the Licensed Premises and
ii. its registered office
2) Notice shall be deemed to be given on the seventh business day after such
notice is mailed, if sent by registered mail. Any notice shall commence on
the day such notice is deemed ought to be given.
3) A party may change its address for purposes hereof by notice to the other
party.
.
SCHEDULE
An area of 35214.74 sq. ft. lying and situated at the Ground Floor and 34396.68
sq. ft. lying and situated on ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇ on Survey
Nos. 56 (Pt) 57 (Pt) of Village Vikhroli,
corresponding to CTS No.7 (Pt), Mumbai. The above property is bounded by:
Due North: Boundary wall of Godrej & ▇▇▇▇▇ Mfg. Co. Ltd.
Due South: Internal road of Godrej & ▇▇▇▇▇ Mfg. Co. Ltd.
Due East: Part plant 11 structure belonging to Godrej & ▇▇▇▇▇ Mfg. Co. Ltd.
▇▇▇ ▇▇▇▇: Plant No. 10 Belonging to Godrej & ▇▇▇▇▇ Mfg. Co. Ltd.
IN WITNESS WHEREOF the parties hereto have executed these presents on the 31st
day of May, 2006.
SIGNED, SEALED AND DELIVERED )
By the within named LICENSOR )
GODREJ & ▇▇▇▇▇ MFG. CO. LTD. ) /s/ ▇▇▇▇▇▇ ▇. Engineer
Through its Authorized Signatory )
▇▇. ▇▇▇▇▇▇ ▇. Engineer )
In the presence of ............. )
SIGNED, SEALED AND DELIVERED )
By the within named LICENSEE )
WNS GLOBAL SERVICES PVT. LTD ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Through its Authorized Signatory )
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
In the presence of ............. )