1

DRAFT FOR DISCUSSIONS ONLY

INDENTURE OF SUB-LEASE

THIS INDENTURE OF SUB-LEASE made this day of

2017

BETWEEN

SRI NIKHIL PAREKH, son of Hasmukh Parekh, having

PAN.AKJPP5964B, by faith Hindu, by occupation- Business,
residing at 3-A, Upper Wood Street, 6th floor, Post Office –Circus
Avenue, Kolkata – 700 017, Police Station – Shakespeare Sarani,
hereinafter referred to as the “SUB-LESSOR” (which expression
shall unless excluded by or repugnant to the subject or context
be deemed to mean and include his heirs, executors,
administrators and legal representatives and/or assigns) of the
ONE PART
AND
hereinafter referred to as the “SUB-LESSEE” (which expression
shall unless repugnant to the context or meaning thereof shall
mean and include its successors, assigns, nominees, legal
representatives etc.) of the OTHER PART:
 2

WHEREAS by and under a registered Indenture of Lease dated

24th February 1993, ( hereinafter for the sake of brevity referred
to as the Primary Lease Deed) registered in the office of Registrar
of Assurances, Calcutta, recorded in Book –I, Volume – 01, Pages
467 to 475, Being No. 4211 of 1993, Governor of the State West
Bengal granted and/or demise UNTO and in favour of Straw
Products Ltd, which has been subsequently named and known as
J.K.Corp Ltd. lease of the entire Premises, the then numbered as
Premises No. 46D, Chowringhee Road, subsequently
renumbered as 46/D,Kolkata 700071, for a period of 30 years
commencing from 02nd December 1985, with right of two
successive renewals of 30 years each, thus for a total period of 90
years, with effect from 02.12.1985; ( Yes it is with Rerospective
Effect)

AND WHEREAS under the afore-said Primary Lease Deed dated

24.02.1993 it has been mutually agreed between the parties as
follows:-

a) That the Lessee i.e. Straw Products Ltd, subsequently

known as J.K.Corp Ltd. shall construct new five storied
building on the land of said Premises No. 46D, Chowringhee
Road, subsequently renumbered as 46/D,Kolkata 700071,
as per sanctioned plan to be sanctioned by the Kolkata
Municipal Corporation;

b) That the Lessee i.e. Straw Products Ltd, subsequently

known as J.K.Corp Ltd. shall allot entire first and second
 3

floor of the new constructed building to the Lessor, i.e.

Government of West Bengal;

c) It was further agreed under the afore-said Primary Lease Deed

dated 24.02.1993, that in the event of grant of necessary
permissions by Calcutta Municipal Corporation, for
construction of additional floor, over and above fifth floor, the
lessor and the lessee by mutual agreement and understanding
would be divide and distribute the additional area between
themselves;

d) The Lessee i.e. Straw Products Ltd, subsequently known as

J.K.Corp Ltd has obtained sanction from the Kolkata
Municipal Corporation, for construction of Basement plus
ground plus seven storied building, at being Sanctioned Plan
No. BP 221 (BR 7) dated 23.03.1997;

AND WHEREAS in view of the afore-said sanction of additional

floors, the Lessee i.e. Straw Products Ltd, subsequently
known as J.K.Corp Ltd has since applied to the Government of
West Bengal for necessary permissions to construct ground
plus seven storied building, at Premises No. 46D, Chowringhee
Road, subsequently renumbered as 46/D,Kolkata 700071,

AND WHEREAS by a registered Deed of Declaration dated 12 th

November 1997, executed between the Governor of the State
West Bengal and Straw Products Ltd, which has been
 4

subsequently named and known as J.K.Corp Ltd. it has been

mutually agreed between the parties thereto, as follows:-
a) That the Lessee shall allot first and second floor
approximately measuring 6,150 sq.ft. along with four car-
parking spaces to the Lessor i.e. the State of West Bengal;
b) After the afore-said allocation, the entire remaining portion
of the building shall be retained by the Lessee, i.e. Straw
Products Ltd, subsequently known as J.K.Corp Ltd, with
absolute power and authority to grant sub-lease, and/or
assign all its right. Title and interest under the primary
Lease Deed dated 24.02.1993, in favour of interested and
intending Lessees;

AND WHEREAS by and under two separate Indenture of Sub-

Lease both dated 13th January 2001, both registered in the
office at Registrar of Assurances, Kolkata, details whereof are
set-out hereunder, JK Corp. Ltd. described as Sub-Lessor
granted Sub-Lease in favour of Kilburn Management Services
Private Limited, therein referred to as the Sub-Lessee in
respect of All That Office Block No.B, containing super built up
area of 2793 Square Feet on the 5th floor of the Building
Together with 3 (three) numbers covered Car Parking Space
No.2, 3 and 4, each measuring built –up area of sq.ft. more
or less, ( i.e. Car-Parking Space No. 1 = sq.ft., Car-Parking
Space No. 1 = sq.ft., Car-Parking Space No. 1 = sq.ft., Car-
Parking Space No. 1 = sq.ft., ) located on the Ground
floor/basement of the Building and 1 (one) Open Car Parking
space in the open area being Space No.3 measuring sq.ft.
 5

more or less, located on the ground level open space of the

Building known as J.K. Millenium Centre, being municipal
Premises No. 46D, Chowringhee Road, P.O.- P.S.- ,
Kolkata – 700071, (hereinafter referred to as the “Demised
Premises”) Together with right to use common areas of the said
building for a period of 21 years commencing on and from 31 st
January, 1995 and expiring on 2nd December, 2015 with
further right of option of renewal of the said Sub-Lessee
without any further act or deed and without any further
payment of any further consideration to renew the said Sub-
Leases or demise unit for further two more term of 30 years
each i.e. for a total period of 81 years expiring on 2 nd
December, 2075;

AND WHEREAS under clause 2 at Page 10 of the afore-said

Deed of Sub-Lease dated 13.01.2001, it was inter-alia
stated as follows:-
“ ------ the Sub-Lessor demise unto the sub-lessee ALL
THAT portion of the office block No. B comprised in super-
built up area of 2793 sq.ft. lying and situate on the fifth
floor of the building constructed at Premises No. 46D,
Chowringhee Road, Calcutta – 700071, together with 3
( three) numbers covered car-parking spaces Nos. 2 & 3 in
the basement and space No. 4 on the ground floor of the
said Premises and one open car Parking space No. 3 on the
ground floor fully described in Second Schedule hereunder
written for a period of 21 years commencing on and from
31st day of January 1995 and expiring on 2nd day of
 6

December 2015 with a further right of option vested with

the sub-lessee without any further act or deed to renew
this demised sub-lease for two more terms for a period of
Thirty years each without payment of any further
consideration ------“

AND WHEREAS in exercise of the afore-said expressed

power and authority to grant Sub-Lease, as stated under
the said Sub-Lease dated 13.01.2001, the sub-lessee
Kilburn Management Services Pvt. Ltd by Deed of Sub-Lease
executed on 29th day of September, 2011 and registered with
the Additional Registrar of Assurances-II, Kolkata and
recorded in Book No.I, CD Volume No.50, pages 3908 to 3929
Being Deed No.13050 for the year 2011 the said Sub-Lessee
Kilburn Management Services Private Limited, therein referred
to as the Sub-Lessee granted Sub-Lease or tenancy in respect
of All That All That Office Block No.B, containing a super built
up area of 2919 Square Feet on the 5th floor of the Building
Together with 3 (three) numbers covered Car Parking Space
No.2,3 and 4 on the Ground floor/basement of the Building
and 1 (one) Open Car Parking space in the open area being
Space No.3 in the ground level open space of the said demised
premises in favour of Bank of America for tenure of 45 months
commencing from 1st March, 2012 till 30th November, 2015 on
the terms and conditions mentioned therein.

AND WHEREAS in exercise of the afore-said expressed

power and authority to grant Sub-Lease, as stated under
 7

the said Sub-Lease dated 13.01.2001, the sub-lessee of

Kilburn Management Services Private Limited by and under a
Deed of Assignment dated 8th August, 2012 the said Sub-
Lessee Kilburn Management Services Private Limited, therein
referred to as the Assignor assigned all its right, title and
interest for the rest and residual period of the said sub-lease
dated 13th January, 2001 under the afore-said Sub-Lease
dated 13.01.2001, in respect of All That portion of Office
Block No.B, containing a super built up area of 2919 Sq. ft. on
the 5th floor of the building named J.K. Millenium Centre, lying
situate at premises No.46D, Chowringhee Road, Kolkata – 700
071 more fully and particularly described in the Schedule
thereunder written commencing on and from 31 st January,
1995 for a total period of 81 years expiring on 2 nd December,
2075 in favour of Mr. Nikhil Parekh, therein referred to as the
Assignee, the Sub-Lessor herein, subject to the tenancy of the
said Bank of America and upon other terms and conditions
detailed under the said Deed of Assignment dated 08.08.2012;

AND WHEREAS the above-mentioned Deed of Assignment

dated 08th August 2012 was duly registered in the office of
Additional Registrar of Assurances- II, Kolkata, and recorded
in Book No.I, CD Volume No.47, pages 1103 to 1121 Being
No.11917 for the year 2012;

AND WHEREAS by and under another Deed of Assignment

dated 8th August, 2012 the said Sub-Lessee Kilburn
Management Services Private Limited, granted sub-lease in
 8

respect of All That Three Covered Car Parking Space, marked

Nos.2 and 3 in the Basement No.4 on the Ground floor of the
building and One Open Car Parking Space marked No.3 in the
Ground floor of the building named J.K. Millenium Centre,
lying situate at premises No.46D, Chowringhee Road, Kolkata
– 700 071 in favour of the Assignee Mr. Nikhil Parekh for the
residual period of the said Sub-Lease dated 13 th January, 2001
commencing on and from 31st January, 1995 for a total period
of 81 years expiring on 2nd December, 2075 subject to the
tenancy of the said Bank of America and upon terms and
conditions contained in the said Deed of Assignment.
AND WHEREAS the above-mentioned Deed of Assignment
dated 08th August 2012 was registered in the office of
Additional Registrar of Assurances-II, Kolkata and recorded in
Book No.I, CD Volume No.47, pages 1083 to 1102 Being
No.11916 for the year 2012

AND WHEREAS at the request of the Second Party the First

Party/Sub-Lessee \ has agreed to grant a Sub-Lease to the
Second Party in Respect of the demised unit with Three
Covered Car Parking Space, marked Nos.2 and 3 in the
Basement No.4 on the Ground floor of the building and One
Open Car Parking Space marked No.3 in the Ground floor of
the building J.K. Millenium Centre, lying situate at premises
No.46D, Chowringhee Road, Kolkata – 700 071 for a period of
3 (three) years commencing on and from 1 st December, 2015
with an option for further renewal for two consecutive terms of
 9

3 (three) years each in total for a period of 9 years, subject to

the terms and condition hereinafter contained.

NOW THIS LEASE DEED WITNESSETH as it has been agreed

as follows:-

1. GRANT OF LEASE:-

That in consideration of monthly rent, hereby reserved, and

agreed to be paid by the Sub-Lessee, and in further terms,
covenants, conditions and stipulations hereafter contained
to be observed and performed by the Sub-Lessee, the Sub-
Lessor doth hereby demise unto the Sub-Lessee All That
portion of Office Block No.B, containing a super built up
area of 2919 Sq. ft. located on the 5 th floor Together with
Three Covered Car Parking Spaces, marked Nos.2 and 3 in
the Basement, each measuring built –up area of sq.ft.
more or less, ( i.e. Car-Parking Space No. 1 = sq.ft., Car-
Parking Space No. 2 = sq.ft.,) and one car-parking space
marked No.4 on the Ground floor of the building measuring
built-up area of sq.ft. and One Open Car Parking Space
marked No.3 in the Ground floor of the building Together
with proportionate share and or interest in the common
areas, Utilities, amenities and facilities comprised in the
said building alongwith the right to use in common with
other occupants of the said building AND Together with the
proportionate share and or interest in the said land known
 10

as J.K. Millenium Centre, lying situate at premises No.46D,

Chowringhee Road, Kolkata – 700 071, morefully described
in Schedule hereunder written (hereinafter called the
demised premises) and demarcated in “RED” border in the
map or plan annexed.

TO HOLD the same unto the Sub-Lessee for a period

stated below.

2. DURATION:- The Sub-Lessor do hereby grant unto the Sub-

Lessee the Schedule Property on lease initially for a period of 3
(three) years commencing from the ____________and a further
option for extension/renewal of the said Lease at the option of
the both the Party for further two more consecutive term of 3
(three) years each, in total for period of 9 years on mutually
agreed terms and subject to the terms and conditions contained
hereinafter.

b) It has been mutually agreed between the parties hereto

and hereby recorded that there shall be initial “LOCK-IN-
PERIOD” for 36 months, commencing from the date of
commencement of the Sub-Lease hereby granted.

2. FIT-OUT PERIOD:- One month from the date of possession. Be

it stated herein that possession and fit-out period shall
commence only after payment of the entire Security Deposit.
 11

3. POSSESSION:-

The Sub-Lessees are already in peaceful possession of the

Schedule Property and the Sub-Lessor hereby grant
unfettered right, title and interest upon the Sub-Lessee to
continue possession as SubLessee, subject to observance
and performance to several terms, conditions and
stipulations detailed under these presents.

4. LEASE RENTALS:-

4.1 In consideration of the use, enjoyment and possession of the

Demosed Premises as Sub-Lessee, the Second Party the Sub-
Lessee shall pay to the Sub-Lessor rent of Rs.76, 770 /- ( Seventy
Six Thousand Seven Hundred Seventy) only per month inclusive
of municipal taxes from the Commencement Date. In addition to
the above rent, the Sub-Lessee shall also pay to the Sub-Lessor
additional sum of Rs. 40,000/- (Rupees Forty Thousand) only per
month as rent for three separate Car-Parking Spaces, being
marked No .2 and 3 in the Basement, and one car-parking space
marked No.4 on the Ground floor of the building and One Open
Car Parking Space marked No.4 in the Ground floor of the
building. Thus the sub-Lessee shall be liable and responsible to
 12

pay total sum of Rs. 1,16,770/ ( One Lakh Sixteen Thousand

Seven Hundred Seventy) per month as rent in respect of the
Demised Premises as also three car-parking spaces, details
whereof are set-out hereunder
a) Rs.76, 770 /- (Seventy Six Thousand Seven Hundred
Seventy) for the office space
b) Rs. 40,000/- (Rupees Forty Thousand) only per month as
rent for three separate Car-Parking Spaces,

4.2 The sub-lessee shall the afore-said rent of Rs. . 94,050/

only per month within the 10th Day of the month for which
the same ia payable.

4.3 It is mutually agreed between the sub-Lessor and the sub-

Lessee that the sub-Lessee shall be entitled to deduct Tax
Deducted at Source, i.e. T.D.S. and all other deductions as
are applicable under the relevant provisions of the Income
Tax Act 1961, as amended till date. Further, the sub-Lesse
shall furnish relevant Income Tax Certificate to the Lessor
within the prescribed statutory period under the Income Tax
Act 1961.

4.4 The sub-Lessee shall be solely liable and responsible to bear

and pay the relevant Service Tax on the said Sub-Lease

4.5 It is hereby recorded that the sub-Lessee has this day

deposited with the sub-Lessor sum of Rs. 6,48,600 (Rupees
Six Lakhs Forty Eight Thousand and Six Hundred) only, as
 13

Interest Free Security Deposit. The sub-Lessor do hereby as

well as under the Memo Off Consideration hereunder admit
and acknowledge the same.

4.6. It has been mutually agreed by and between the sub-Lessor

and the sub-Lessee that the sub-Lessor shall refund the
entire Security Deposit of Rs. 6,48,600 (Rupees Six Lakhs
Forty Eight Thousand and Six Hundred) to the sub-Lessee
without any deductions and interest, on the expiration of
the term of Sub-Lease and/or earlier determination thereof
of the same but nevertheless simultaneously with the
delivety of peacefull and vacant possession of the Demised
Premises by the sub-Lessee to the sub-Lessor.

4.7 For the period starting from 2020 till,

2023 the rent security deposit and car parking charges
shall be enhanced by fifteen (15%) percent.

5. RATES AND TAXES

5.1 The Rent of the Demised Premises and car-parking space
shall be inclusive of all taxes, cesses and rates such as
municipal tax, and commercial surcharge at the rates
presently applicable,but excluding Service Tax. In case of
enhancement in the rate of such taxes and/or imposition of
any new tax in respect of the Demised Premises, the rent
shall be enhanced proportionately to such enhancement.
 14

5.2 The sub-Lessor shall be liable to pay all taxes, cesses and
rates such as municipal taxes, commercial surcharge and in
respect of the Demised Premises and keep the sub-Lesse
absolutely saved, harmless and indemnified therefrom.

6. COVENANTS, RIGHTS AND OBLIGATIONS OF THE

LESSEES:-
5.1 Access to the Schedule Property

The sub-Lessee, their employees, agents shall have

unimpaired unrestricted and peaceful access to enter,
use, and occupy the Demiser Premises and car-
parking spaces, at all times during the term of this
Deed including additional terms if any, including
access to common areas of the Schedule Property, free
from any interference, objections, claim, interruption
and demand whatsoever by the sub-Lessors and, or,
third parties.

5.2 Signage

The sub-Lessees shall be entitled to display its signage

on the building as agreed with all types of projections,
visible from the exterior, which bear, display the sub-
Lessee’s business name. The sub-Lessees shall be
liable to pay any charges for such nameplates, logo,
signboards, placards etc that may be charged by any
statutory authority in respect of the Schedule Property.
 15

5.1 Repairs

The sub-Lessees shall be entitled to carry on all major

and minor repairs, addition and alteration, major
structural defects, construction, repairs such as
leakage’s of roofs, walls, bursting/corrosion of electric
cables, water pipes, sewerage system, cracks in walls
entirely at their own costs and expenses but prior
consent and intimation to the Lessor.

5.2 Use of the Schedule Property & Return of

Possession

5.7.1 It is understood between the Parties that the

sub-Lessees are taking the Schedule Property on
lease to be used for commercial purpose. The
sub-Lessee shall be liable and responsible to
obtain all permissions, licenses, and all statutory
clearances as are required for lawfull conduct of
their business. The sub-Lessor agrees to give his
consent/no objection if so required by the
authorities.

5.7.2 Right To Sub-Leasee

The sub-Lessees shall be entitled to sub-let,

assign or otherwise part with possession or
create any interest in the whole or part of
the Schedule Property, to any third party,
 16

but nevertheless subject to the prior written

consent and approval sub-Lessors.

5.7.3 COVENANTS, RIGHTS AND BLIGATIONS

OF THE sub-LESSEE:-

a)The sub- shall use and enjoy the Demised Premises for
commercial purpose and not for for residential purpose
and/or any other purpose/purposes whatsoever.
b) The sub-Lessee shall use and enjoy the Car-Praking Spaces
for parking of cars, and not for any other purpose/purpose
whatsoever. The sub-Lessee shall not be entitled to store any
goods, in the car-parking spaces. The sub-Lessee shall co-
opertae with all other car-parking owners and occupiers in
regars to ingress and eagress of cars therein.
c) The sub-Lessees shall not carry out any acts or
activities which are obnoxious, anti-social, illegal or
prejudicial to the norms of decency or etiquette, or which
may cause a nuisance or annoyance to the other.

d) The sub-Lessees shall use the Schedule Property with

due care and caution and shall be permitted to carry out
necessary improvements and modifications to the Schedule
Property (including renovation, rebuilding, decoration,
installation of equipment, furniture, partitions, false ceiling
etc.) at their cost, risk and expenditure. The sub-Lessees are
 17

permitted to obtain sanction plan from K.M.C for re- building

of the said premises.
e) To maintain the structural stability of the Demised
Premises, and not to do anything this may affect the
structural stability of the building.

f) Not to throw dirt, rubbish or other refuse or permit the

same to be thrown or accumulated in the common areas and
portions, or in any other portions in and around the building.

g) Not to store or bring and allow to be stored in the Demised

Premises any goods of hazardous or combustible nature or
which are so heavy as to affect or endanger the structures of
the building or any portion of any fittings or fixtures thereof
including windows, doors, floors etc. in any manner.

h) Not to hang from or attach to the beams or rafters any

articles or machinery which are heavy or likely to affect or
endanger or damage the constructions of the building or any
part thereof.

i) Not to do or cause anything to be done in or around the

Demised Premises which may cause or tantamount to cause
or effect any damage to any flooring or ceiling of the Demised
Premises or adjacent to the said Flat or in any manner
interfere with the use and rights and enjoyment thereof or
any open passages or amenities available for common use.

j) To obtain permissions, clearances, No-Obejection

Certificate from each and every Authority/Authorities, as may
be required for lawfull conduct of the business of the Lessee.
 18

k) To co-operate with the other Co-Purchaser/Flat

Owners/Occupiers in the matter of management, proper
maintenance of the said building, and in all other matters
relating to safety, security, proper maintenance of the entire
building, all other matters whatsoever.

l) To observe the rules as may be framed from time to time

by the Flat Owners’ Association.

m) Along with all other flat Owners/Occupiers, the Lessee

shall be liable to bear and pay the Maintenance Charges, and all
other charges as may be ascertained by the concerned
Maintenance Agency of the Entire Multi-Storied Building.

n) For the sake of safety and security of the several flat

owners and occupiers of the entire Multi-Storied Building, of
which the Demised Premises and the car-parking Spaces
are a part and portion thereof, the sub-Lessee shall be liable
and responsible to restrict and control entry of
unauthorized persons, loiterers and/or peddlers all other
wrongful persons in the building.

o) The Sub-Lessee shall be liable and responsible to keep the

Demised Premises in wind and water-tight condition by
effecting regular maintenance, repairs, colouring painting and
all other maintenance works in the Demised Premises solely at
its own costs and expenses. Be it stated herein, that the
exterior maintenance works and repais shall be carried out by
 19

the concerned Maintenance Agency of the Entire Multi-Storied

Building.

p) The Sub-Lessee shall not throw and/or store any rubbish,

garbages in the common arera of the building and put the
same in the container and not in sinks and lavatories which
can choke the pipes and drainage system of the building.

q) During the subsistence of the Sub-lease hereby granted,

the Sub-Lessor shall be entitled to enter upon the Demised
Premises either through his agents and authorized persons,
and inspect the same repairs of any electrical equipment of any
structure and/or repairing, laying or relaying electrical cables,
lines, water lines etc., which may be passing or are to pass
through the space sub-leased to the Sub-Lessee and in opinion
of the Sub-Lessor are required to be repaired or redone in the
general interest and for proper use and enjoyment of the
Building as well as for the structure stability of the Building by
giving a reasonable notice in written and carry out the
repair/other works with the minimum inconvenience and
without disrupting the normal activities of the Sub-Lessee.
caused the Sub-Lessee SECOND PARTY

r) The Sub-Lessee shall not be entitled to erect,

construct, and/or additions alteration of any permanent
nature without prior written consent and approval of the
Lessor.
 20

6. COVENANTS, RIGHTS AND OBLIGATIONS OF THE SUB-

LESSORS:-

6.1 Validity of the Lease Deed

The Sub-Lessor represent that he has the absolute

right to create sub-lease in respect of the Schedule
Property and that there is no litigation or
acquisition/requisition/statutory proceedings
threatened or pending in respect of the Schedule
Property. The Sub-Lessors represents that there are
not presently any encroachments on the Schedule
Property.

6.2 Peaceful Possession

The Sub-Lessees on paying the Rent on the due dates

thereof and in the manner herein provided and on
observing and performing the covenants, conditions
and stipulations herein contained and on its part to be
observed and performed, the Sub-Lessees shall be
permitted unimpeded peaceful use and occupation of
the Schedule Property during the period of the lease,
herein or subsistence of this Deed created without any
let, obstruction, eviction, interruption and/or
disturbance, claim and demand whatsoever by the
Sub-Lessors or any person or persons lawfully or
equitably claiming by, from, under or in trust for them.
 21

6.3 Taxes & Outgoings

The sub-Lessor do not have any liability for taxes, or

any interest or penalty in respect thereof, of any
nature that may constitute a lien against the Schedule
Property affecting the use and occupation thereof by
the sub-Lessees in the manner contemplated by this
Deed. The sub-Lessees shall be liable to pay for all
current, future and any increases in out goings due to
any reason whatsoever such as municipal corporation
rates, taxes, levies, property taxes, fees and all other
taxes levied by the government and local authorities
and shall indemnify and keep indemnified the sub-
Lessors in this respect for all present and future
claims, damages, losses, expenses, costs, obligations
and liabilities resulting from or related to the non
payment of any such taxes.

6.4 Transfer of Schedule Property

During the subsistence of this Deed or any renewal

thereof Sub-Lessors shall not sell, transfer, charge or
encumber the property during the term [including
additional term] of this Deed.

TERMINATION

7.1. It is only after expiry of the Lock-In-Period of 36

months, the Sub-Lessee shall be entitled to terminate
the Sub-Lease hereby granted, by serving six months prior
notice in writing upon the Sub-Lessor. In the alternative,
 22

the Sub-Lessee in lieu of notice of Surrender shall also be

entitled to terminate the Sub-Lease hereby granted by
tendering three months rent to the Sub-Lessor. Upon such
termination of Sub-Lease, the Sub-Lessor shall refund the
entire Security Deposit without any interest and/or
deductions thereof, but nevertheless simultaneously with
the delivery of peaceful and vacant possession of both the
Demised Premises and Car-Parking Spaces to the Sub-
Lessor.

7. NOTICES:-

Any notice required to be given hereunder, by the Sub-

Lessors to the Sub-Lessees, shall be given at the address of
the Schedule Property by Registered Post Acknowledgement
Due or Courier. Any notice required to be given hereunder,
by the Sub-Lessees to the Sub-Lessors, will be given at the
Sub-Lessors address stated herein above by Registered Post
Acknowledgement Due or Courier. In case of change of
address of any Party, the same shall be intimated
immediately by the concerned Party to the other Party in
writing.

8. OTHER MUTUAL COVENANTS:-

8.1 The Sub-Lessors undertakes to promptly notify the

Sub-Lessees of any notice received by the Sub-Lessors
from any governmental or municipal authority or
 23

public body in respect of the said Schedule Property,

which would adversely affect the interest of the Sub-
Lessee.

8.2 Both parties to this Lease Deed shall perform any

further acts which may be reasonably necessary to
carry out the provisions of this Lease Deed.

8.3 This document together with the schedules herein

signed by the Parties shall be binding on both the
Parties. This Lease Deed shall be subject to the
statutory laws applicable in India from time to time.
Any variations or modifications to the Lease Deed shall
be valid only if it is specifically agreed upon by the
Parties in writing and is signed by the authorized
representatives of both Parties.

8.4 The stamp duty, registration fees and other expenses

for registration shall be borne by the Lessees.

8.5 Other Covenants

The Sub-Lessors shall ensure that:

(i) There shall not be any interference with the use

and occupation of the Schedule Property by the
Sub-Lessees.

(ii) The peaceful and quite entry, use and occupation

of the Schedule Property by the Sub-Lessees shall
 24

not be interfered in any manner, whatsoever,

owing to any interiors or other work carried out at
other floors in the Schedule Property.

9. DISPUTES:-

Any controversy or claim arising out of or relating to this

Deed, or any breach or alleged breach thereof, shall be finally
settled by an arbitral tribunal appointed by mutual consent
of the parties and in accordance with the provisions of the
Arbitration and Conciliation (Amendment) Act, 2015. The
Arbitral tribunal shall comprise of a sole arbitrator. The
arbitration proceedings shall be held in Kolkata. The Cost of
the said Arbitration Proceedings to be borne equally by the
Parties to this Agreement.

THE FIRST SCHEDULE ABOVE REFERRED TO

All That portion of Office Block No.B, containing a super built up

area of 2919 Sq. ft. located on the 5 th floor of the Multi-Storied
Building, knows as J.K. Millennium Centre, as also Three
Separate Covered Car Parking Space, marked Nos.2 and 3 in the
Basement, marked No.4 on the Ground floor of the building, each
measuring 120 sq.ft. more or less, and One Open Car Parking
Space marked No.3 in the Ground level measuring sq.ft.
approx. of the said building being Municipal premises no. 46/D,
Jawaharlal Nehru Road (formerly known as Chowringhee Road)
 25

Post Office - , Police Station - Shakespeare Sarani , , (formerly

Park Street) Kolkata- 700 071, butted and bounded as follows:-

On the North – By

On the South – By

On the West – By

On the East – By

IN WITNESS WHEREOF the parties hereto have hereunto set and

subscribe their respective hand and seal the day, month and year
first above written:-

Signed, Sealed and Delivered by

The Sub-LESSOR at Kolkata
In the Presence of :-

Signed, Sealed and Delivered by

The Sub-LESSEE at Kolkata
In the Presence of :-

Drafted by me

Advocate
 26

DATED THIS DAY OF 2017

INDENTURE OF SUB-LEASE

BETWEEN

SRI NIKHIL PAREKH

SUB-LESSOR

AND

ANIMESH CHATTERJEE

ADVOCATE

6, O9LD POST OFFICE STREET

TEMPLE CHAMBER

KOLKATA – 700001.