LEASE AGREEMENT

This Lease Agreement (The Agreement) is made and executed at Gurgaon on this
.. day of 2012
BY AND BETWEEN
Mr. Manish Kishore son of Shri Vijay Krishna Sinha and Mrs. Russell Kishore wife of
Shir Manish Kishore both resident of Flat no. 2014, Plot no. 35, Great Lyall Pur CGHS
Ltd., Sector 10, Dwarka, New Delhi - 110075 hereinafter referred to as Lessor (which
expression shall unless repugnant to the context or meaning thereof be deemed to
include its successor or successors and assigns) of the FIRST PART ;
AND
M/s ALCOR SPA, a proprietorship firm having its office at 401, Sector 9, Gurgaon
122001, Haryana through its Proprietor Mr. Mohnish Sapra hereinafter referred to as
Lessee' (which expression shall, unless it be repugnant to the context or meaning
thereof, include the successor or successors and permitted assigns) of the SECOND
PART.

LESSOR(S)

LESSEE

WHEREAS:
(i)

The Lessee has expressed its desire to take on lease, and the Lessor has
agreed to lease a commercial space being shop no. FF-23 on the First
Floor admeasuring approximately 929.19 sq.feet. Super Built-up Area
situated in Commercial cum Shopping complex known as MGF
MEGACITY MALL in and around Sikanderpur Ghoshi, Mehrauli
Gurgaon Road, Gurgaon 122002, Haryana..

(ii)

The Lessor has agreed to lease the same to the Lessee on the terms and
conditions recorded hereunder.

NOW THEREFORE THIS LEASE AGREEMENT WITNESSETH AND IT IS HEREBY

AGREED BY AND BETWEEN THE PARTIES HERETO AS HEREUNDER:
1.

2.

TERMS OF LEASE:

(a)

The Lessee agrees to take on lease and the Lessor hereby agrees to
lease a commercial space being shop no. FF-23 on the First Floor
admeasuring approximately 929.19 sq.ft of Super Built-up Area in the said
MGF MEGACITY MALL (hereinafter referred to as the Demised
Premises).

(b)

That in consideration of the monthly rent herein fixed and the other
covenants herein contained, the Lessor hereby agrees to grant to the
Lessee a lease in respect of the Demised Premises for a period of
9 years commencing after the fit out period of 60 days. The Lease rent
shall commence w.e.f. 01.03.2013

(c)

That the rent shall be subject to an escalation of 15% (Fifteen percent)

every 3 (Three) years over the last corresponding rental paid.

(d)

The Lessee shall have the right to terminate the lease by giving to the
Lessor a 3 (three) months written notice after the expiry of initial Lock-In
period of 36 months commencing after fit-out period of 60 days.

RENT, SECURITY DEPOSIT & MAINTENANCE CHARGES:

(a)

LESSOR(S)

That the Lessee shall pay to the Lessor the rent of Rs. 65,973/- (Rupees
Sixty Five Thousand Nine Hundred Seventy Three only) per month
(calculated @ Rs. 71/- per sq. feet. on super built up area) in advance by
the 7th (seventh) of the each calendar month by account payee cheques,
subject to deduction of tax at source and such other statutory deduction
as shall be applicable from time to time. The Lessee also agrees to pay
the service tax as applicable on the rental. The Lessee agrees that in
case of the rent not being paid for more than a period of 2 (two)
consecutive months, the Lessor shall be entitled to charge an interest @

LESSEE

of 18% (eighteen percent) per annum for the delayed period. However,
this liberty is given to the Lessee for only once during the term of the
Lease and on subsequent default of this nature the Lessors shall be
entitled to terminate this Lease Agreement in the manner stated
hereinafter.
(b)

That the Lessee shall pay to the Lessor an interest free refundable
security deposit of Rs. 1,31,946/- (Rupees One Lac Thirty One Thousand
Nine Hundred Forty Six Only) equivalent to Three (2) months lease rent in
the manner hereinafter stated (The Security Deposit).
i. Out of the aforesaid security deposit, the Lessee has paid an amount
of Rs. 65,973/- (Rupees Sixty Five Thousand Nine Hundred Seventy
Three only) at the time of signing of the Letter of Intent as per below :
Cheque no.
.
.

Dated
Amount
.
.

Drawn on

ii. The lessee shall pay the balance security deposit amount of
Rs. 65,973/- (Rupees Sixty Five Thousand Nine Hundred Seventy
Three only) on the date of signing of this Lease Agreement as per the
details mentioned below :
Cheque no.
.
.

Dated
Amount
.
.

Drawn on

The aforesaid security deposit shall be refunded to the Lessee on the

expiry of this Lease agreement or earlier termination thereof and on
simultaneous vacation of Demised Premises and after adjustment of
dues, if any, against arrears of Rent, Electricity charges, Water
charges, Common Maintenance/Mall Management charges and/or
other dues, charges etc. which may be due and payable by the
Lessee for and or in connection with the premises.
(c)

LESSOR(S)

That the Lessee shall pay the charges for maintenance and use of
common areas including but not limited to air conditioning, power back-up
etc. in line with the other occupants of MGF MegaCity Mall. In addition,
the Lessee shall deposit a sum of Rs. 92,919/- (Rupees Ninety Two
Thousand Nine Hundred Nineteen only) @ Rs. 100/- (Rupees One
Hundred only) per sq. ft. of the super area with the maintenance agency
as interest free refundable security deposit and shall also enter into a
separate Maintenance Agreement with the maintenance agency.
Provision of adequate air conditioning and power supply shall be provided
to the Lessee. The Lessee shall be liable to maintenance charges and

LESSEE

service tax as applicable, from the date of possession of the demised

premises has been handed over to the Lessee for the fit outs.
(d)

3.

4.

That in the event the Lessee does not vacate the Premises on the expiry
of the Lease and extended period of Lease, the Lessee shall be liable to
pay damages to the Lessor at the rate of Rs. 8,000 /- (Rupees Eight
Thousand Only) per day for the period of illegal retention of the Premises
in addition to the lease rental and maintenance charges for the said
period of illegal retention. The same is without prejudice to the rights of
the Lessor to recover the vacant physical possession of the Demised
Premises from the Lessee. All costs related to the said acts relating to
the Lessors recovery of the Demised Premises from the Lessee shall be
made good for by the Lessee.

USER:
(a)

That the lease of the premises by the Lessor to the Lessee is for the
purpose of the lawful business of Optical products and accessories under
the brand name ALCOR SPA and matter connected herewith or
incident or thereto.

(b)

That the Lessee shall not carry out any prohibited, illegal or such
business which may be harmful either to the neighborhood or the MGF
MEGACITY MALL building and if any loss or damage is occasioned to
any article or the MGF MEGACITY MALL building on account of the
Lessees negligence, the same shall be made good by the Lessee.

(c)

The Premises shall be used by the Lessee for the purpose of operating
and running a shop /commercial establishment as permitted/permissible
under the lease. The Lessee shall not raise any objections in the event
the Lessor sells/assigns/transfers the Premises to any third party. The
Lessee shall have no right to change the usage from retail to restaurant
or any other usage as the same would affect the air-conditioning load,
regulatory requirements, and its nominated authorized person, provision
of CPT, financials etc.

STRUCTURAL REPAIRS:
That during the Term the Lessor and its nominated authorised persons shall have
the right and privilege to enter upon the Premises for inspections, repairs of any
electrical equipment or structure and/or repairing, laying or relaying any electric
cables, water lines etc., which may be passing or are to pass through the
Premises and in the fair opinion of the Lessor are required to be repaired or
redone in the general interest and for proper use and enjoyment of the Premises
as well as for the structural stability of the Premises, in particular as well of MGF
MEGACITY MALL in general. The Lessor shall be entitled to do so by giving a
24 (twenty-four) hours notice in writing and carry out the repair or other works
during that time only, which gives minimum inconvenience to the Lessee.

LESSOR(S)

LESSEE

5.

UTILITIES:
The Lessor shall provide a maximum electricity load of 5 KW excluding airconditioning load in the Premises for which the Lessee shall pay charges as per
the meter readings directly to the authority/mall maintenance agency.

5.

COMPLIANCE WITH BYE-LAWS:

That the Lessee shall fully comply with all such conditions, rules, regulations, bye
laws and orders etc. of all the Central / State Govt., local authorities or any other
departments, builders, society, Mall Management agency etc. as applicable to
the Lessee or its business. The Lessor shall not be responsible for noncompliance and any consequences thereof and the Lessee shall keep the Lessor
indemnified against any such claim, demand or actions caused due to nonperformance / compliance on the part of the Lessee.

6.

MISCELLANEOUS:
(a)

That the Lessee shall be fully responsible for all its business operations
including taxes related to the activities involved in its business operations
in the Premises and the Lessor shall in no way be responsible for the
same.

(b)

That the Lessor(s) shall be responsible for all taxes related to the property
i.e. Property Taxes, Municipal Taxes, House Taxes, Ground Rent etc. of
the premises and the Lessee shall in no way be responsible for the same.

(c)

No amendment of this Agreement shall be effective unless it is in writing

and signed by both the parties or by their duly authorized persons.

(d)

That in the event the rent / maintenance charges remaining unpaid by the
Lessee for a period of 2 (two) consecutive months from the date when the
same is due, the Lessor shall have the right to terminate this Agreement,
provided the Lessor has given a written notice calling upon the Lessee to
pay the lease rent and the Lessee has not paid the rent/charges within 15
(fifteen) days of such written notice. This right is without prejudice to all or
any other right available to the Lessor under this agreement or under laws
or otherwise and the Lessee shall have no objection to it.

(e)

That in the event of the Lessee committing any breach under this
Agreement or under the maintenance agreement that is entered into
between the Mall Maintenance agency and the Lessee, the same shall be
required to be rectified by the Lessee within 15 (fifteen) days of the date
of written intimation to the Lessee. In the event Lessee fails to rectify the
said breach, Lessor without prejudice to the other rights and remedies as
available to it under law or otherwise shall have the right to terminate this

LESSOR(S)

LESSEE

agreement and enter into the Premises by serving 30 (thirty) days written
notice onto the Lessee.
(f)

That if the Lessor during the Term of the Lease sells and/or transfers its
rights in the Premises to any person or persons / company then in that
event this lease of the premises shall attorn to such transfer on the same
terms and conditions as contained herein in this Agreement. The Lessor
shall cause the new transferee / purchaser to confirm that the terms and
conditions contained herein, in this Agreement shall be binding on the
transferee / purchaser and he/it will also acknowledge the security
deposit, paid by the Lessee to the Lessor the benefits whereof shall be
transferred to the new transferee / purchaser and all adjustment shall be
made accordingly. All other terms and conditions as mentioned herein
and in the Agreement shall remain unaltered and unchanged and shall
remain the same for the new transferee / purchaser. The Lessee would
not be responsible for payment of any taxes, stamp duty, charges etc in
case the Lessor sells the property to another person . The buyer would
be responsible for payment of all such charges arising due to change in
ownership.

(g)

That the Lessee shall execute all necessary documentation for taking
possession for fit outs and for taking possession of the Premises after
payment of all dues as contained in part 2 (b). The lessor would in turn
make sure to take the possession from the developer after paying all
necessary charges related to the said property before handing it over to
the Lessee.

(h)

The Lessee undertakes, assures and guarantees that he/it will not put
any sign-board/name-plate, neon-light, publicity material or advertisement
material etc. on the face/facade of the MGF MEGACITY MALL or
anywhere on the exterior of the MGF MEGACITY MALL or common
areas but only at the places provided by the Lessor or the Mall
Maintenance Agency for the same. Further, the Lessee agrees to get prior
approval of the Lessor in writing in respect of format, type, design, size
and lettering of the aforesaid sign-board/name-plate, neon-light, publicity
material or advertisement material etc. The Lessee shall also not change
the colour scheme of outer walls or painting of the exterior side of the
doors and windows etc. or carry out any change in the exterior elevation
or design. The provisions of this clause are equally applicable to and
enforceable against any / all occupiers and/or subsequent lessee of the
Premises. The Non-observance of the provisions of this clause shall
entitle the Lessor to enter the Demised Premises, if necessary, and
remove all non-conforming fittings and fixtures at the cost and expense of
the Lessee. The Lessee shall be responsible for any loss or damages
arising out of breach of any of the aforesaid conditions.

(i)

That the Lessee shall discard garbage from midnight till 8:00 AM and
ensure that it is separated into bio-degradable and non-biodegradable
waste as per the norms laid down under the relevant laws and as
applicable to MGF MEGACITY MALL.

LESSOR(S)

LESSEE

8.

(j)

The Lessee shall have no objection to the Lessor raising finance/loan by

creating a Charge/Mortgage on the Premises.

(k)

The Lessee will not sublet or part with the possession of the Premises at
any time of the Lease period or its further extensions as mentioned herein
and all obligations under the said Agreement shall exclusively rest with
the Lessee alone.

(l)

The Lessee shall strictly comply with all the provisions of the Prevention
of Food and Adulteration Act, 1954 and shall indemnify the Lessor from all
claim, demand, penalty or actions (civil or criminal) caused due to nonperformance / non-compliance of the above Act and shall indemnify
against any loss or damage occurs due to non compliance of any
applicable statute.

INSURANCE:
That the Lessor shall get the Premises suitably insured comprehensively against
fire, flood, earthquake, riot militancy, etc. However, the aforesaid insurance by
the Lessor shall not cover the interior work, fittings, fixtures and equipments
constructed, owned and installed within the Demised Premises by the Lessee,
which shall be the responsibility of the Lessee.

9.

ALTERATIONS:
The Lessee shall be entitled to make and construct at its own costs and
expenses any additional fittings and fixtures in the Premises and other plant
equipment, pipes, cables, wooden partitions, screen, shelves, racks, sub-blinds
and/or the fittings and thing without thereby causing any damage to the
Premises. On termination of the lease, the Lessee shall restore the Premises to
its original condition at its own costs and expenses, normal wear and tear
excepted. In case the Lessor so desires, it may request the Lessee not to
restore the Premises to its original condition but to leave the Premises as it is,
with all the fittings and fixtures in position, at the time of expiry and / or earlier
termination of the Lease and the Lessee may if it so wishes, leave the Premises
with all fittings and fixtures in return for a suitable compensation which has to be
acceptable to the Lessee.

10.

GOOD CONDITION:
During the Term, the Lessee shall keep the Premises in good repairable and
tenantable condition. The Lessee shall attend to all minor repairs but major
repairs, including but not limited to structural components, such as water and
power distribution systems and other electrical systems, pipe conduits, drains,
cables and other facilities within the Premises shall be carried out by the Lessor
within the Premises.

LESSOR(S)

LESSEE

11.

NOTICE:
That any notice in terms of this Agreement by either Party will be in writing and
will be given at the address stated herein above by Registered A.D. post unless a
different address has been intimated in writing against receipt. Upon the receipt
of any notice order, direction or any other thing from any competent authority
(including notices, affecting the rates, taxes or other outgoings) in respect of the
Premises payable in whole or in part by the Lessee, the Lessee shall
immediately deliver a copy of the necessary documents, etc., to the Lessor.

12.

FORCE MAJEURE:
Both the parties shall not be liable for failure to perform or any delay in
performing their obligation under this Agreement when and to extent that such
failure or delay is due to force majeure. The term force majeure shall include,
but not limited to accidents, fires, floods, acts of God or the public enemy,
embargoes, wars (declared or undeclared), riots, civil commotion, interference by
civil or military authorities, terrorist acts, Government actions, order(s) or
request(s), including (without limitation) certification, clearance or other
document, or any other cause or contingency beyond the control of the parties
and in any of the aforesaid events.

13.

DISPUTE RESOLUTION:
(a) In the event a dispute arises in connection with the validity, interpretation,
implementation or alleged breach of this Agreement, the Parties shall attempt
in the first instance to resolve such dispute through negotiation. If the dispute
is not resolved through negotiation then either party may refer the dispute for
resolution to the Arbitration of a Sole Arbitrator in consonance with the
provisions of the Arbitration and Conciliation Act, 1996 or any subsequent
enactment or amendment thereto, and the decision of the Arbitrator shall be
binding upon the Lessor and the Lessee. The Lessor and Lessee shall
appoint an arbitrator within thirty (30) days of the receipt by such party of the
other partys request to initiate arbitration. However, during the pendency of
the dispute, in case the Lessee enjoys the benefits of the Premises, the
Lessee shall not stop payment of Rent and the other charges mentioned
herein. The seat of Arbitration shall be at Delhi. The provisions of this Article
shall survive the term/termination of this Agreement. Each party shall bear its
own cost of the arbitration.

14.

JURISDICTION:
Subject to the preceding clause the parties agree to submit to the exclusive
jurisdiction of the competent courts in Gurgaon with regard to any question or
matter arising out of this agreement and other documents that may be executed
by the parties in pursuance hereto or arising here from.

15.

REGISTRATION AND STAMP DUTY:

LESSOR(S)

LESSEE

That the cost of stamping and registration related miscellaneous expenses of this
agreement will be borne equally by THE LESSOR and THE LESSEE
IN WITNESS WHEREOF the parties hereto have executed this at the day and year first
mentioned hereinabove.
Lessor(s)

Lessee

______________________
Manish Kishore son of Shri Vijay Krishna Sinha
Russell Kishore wife of Shir Manish Kishore

_____________________
M/s ALCOR SPA
Prop. Mr. Mohnish Sapra

WITNESSES:
1.

2.

LESSOR(S)

LESSEE

LESSOR(S)

10

LESSEE