Assured Return Agreement-3800(4th Dec)

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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.

TOTAL

CHEQUE /DDNO.

DATE

AMOUNT

BANK

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 Tripartite 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

Allotee(s)

DEVELOPER

____________________________

For MVL Limited

____________________________

Authorized Signatory

WITNESSES: 1. Signature

:

2. Signature

Name

:

Name

Address

:

Occupation :

Address

: : :

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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