LEASE AGREEMENT

THIS LEASE AGREEMENT (“Agreement”) is made at SILIGURI on this 15TH day of

Feb 2019

M/s. Dharmchand Agarwal & Sons (HUF), aged 70 years, PAN No.
AAEHD4925K, residing at MR ROAD,SILIGURI, (hereinafter referred to as the
“Lessor”, which term shall include wherever the context requires or permits his
heirs, executors, administrators and successors) of the FIRST PART; Commented [CB1]: LL to provide details

AND

MAHINDRA LOGISTICS LIMITED, a company registered under the Companies

Act, 1956 and having its registered office at Mahindra Towers, P. K. Kurne Chowk,
Worli, Mumbai - 400 018 and its Corporate Office at 1A/1B, 4th Floor, Techniplex
1, Techniplex Complex, Veer Savarkar Fly Over, Goregaon (West), Mumbai 400 062,
and represented by its authorized signatory _______________ authorized vide board
resolution dated 29th August, 2018 (hereinafter referred to as “LESSEE”, which
term shall include wherever the context requires or permits its successors in
interest and assigns) of the OTHER PART;

The Lessor and the Lessee are hereinafter referred to individually as the “Party” and
collectively as the “Parties”

WHERAS:

A. The Lessor represents that he/they is/are the owner and has clear, absolute
and unrestricted title and ownership rights and is in absolute possession of
and has an unhindered right to the property admeasuring 557.4182 sq.
mtrs. (approximately 6,000 sq. ft.) situated at godown property located at
Rangapani, Mouza- Ranidanga, JL- 103 (New), 92 (Old), RS Khaitan No:, LR
Khaitan No: 1168, 1169, 1170, 1104/1 & 1104/2, RS Plot No. 639, LR Plot
No. 1386 & 1387, Touzi No. 91, PS- Naxalbari, District- Darjeeling under
Gosaipur Gram Panchayat, R.S. Plot No. 639, Beside Rannidanga Kalaram
High School, Darjeeling- 734034, West Bengal (hereinafter called the
“Premises” and more particularly described in the Schedule hereunder
written) and the layout plan of the Premises is annexed hereto as
ANNEXURE I.

B. The Lessee is in the business of providing integrated logistics services and

intends to take the Premises on lease for its business purposes the Lessor
intends to give the premises to the Lessee, on the following terms and
conditions:

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NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. GRANT OF LEASE
The Lessor hereby grants to the Lessee, lease of the Premises along with
common areas in the said Premises thereon free from all government dues,
encumbrances, charges, liens, disputes, litigation, claims whatsoever for the
purpose of conducting its business operations from the Premises.

2. TERM AND RENEWAL

a) It is hereby agreed between the Parties that the lease of the Premises
after completion of the List of infrastructure work mentioned in
ANNEXURE-II under this Agreement shall commence from 15.02.2019
(“Clear Possession Date”). Clear possession to be defined as " date on
which the warehouse is handed-over in complete as per the agreed the
list of work to be completed.
b) The lease of the Premises shall be for the period of 5(Five) years from
15.02.2019 to 14.02.2024 (“Term”) unless terminated earlier in
accordance with the terms of this Agreement.
c) The Lessor & Lessee shall be subject to lock-in for 12 (Twelve) months of
the Term (“Lock-in Period”) from the term start date.

3. RENT
a) The Parties agree that the obligation of Lessee to pay Rent shall
commence from 15.02.2019 (“Rent Effective Date”) which shall be the
clear possession date by completing the list of work. In case if the Lessee
is handed over the possession of the Demised Premises on the Possession
Date without the completion of the List of Work to be completed by the
Lessor, the Lessee shall not commence the Rent and at its option, reserve
to claim all costs, business damages and other charges from the Lessor.

b) The Lessee shall pay to the Lessor an amount of INR 1,20,000 (Rupees
One lakh Twenty Thousand only) @ INR 215.2782 per sq. mtrs. (“Rent”),
including maintenance charges, excluding GST, utilities and any other
government taxes and levy for use of the Premises, as monthly rent for
the first year (12 months) and thereafter, the said Rent shall be
increased, every year by 5%, over the last paid Rent.
c) The Lessee shall pay the Rent to the Lessor on or before the 7th day of
every calendar month (“Due Date”), for the current month in advance,
after deduction of tax of source, under the Income Tax Act, 1961 or any
other taxes as may be applicable. The Lessee shall obtain a receipt from
the Lessor for all the rent payments so made.

4. TAXES AND CHARGES:

a) During the Term, the Lessee shall regularly pay the electricity charges as
per the sub-meter reading and its share of the water charges to the
concerned authorities. In the event if no sub meter is provided by the

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 Lessor, Lessee shall only be liable to make such charges as mutually
agreed between parties.
b) The Lessor shall pay all the past, existing and future property taxes,
levies and any other outgoings in respect of the Premises.

5. INTEREST FREE REFUNDABLE SECURITY DEPOSIT:

a) The Lessee has deposited a sum of INR 3,60,000 (Rupees Three lakhs
sixty thousand only) with the Lessor, vide cheque No. _______, dated
_______ drawn on _______, towards the Agreement, as Interest Free
Refundable Security Deposit for the purpose of this Agreement (“Security
Deposit”).
b) On expiry or earlier termination of the Term, the Lessor shall refund the
Security Deposit to the Lessee.
c) The arrears of Rent or other charges payable under this Agreement, shall
not be deducted from the Security Deposit. Any such claim due shall be
paid separately by the Lessee on receipt of valid invoice within 7 days of
the expiry or earlier termination of the Agreement.
d) If the Lessor fails to refund the Security Deposit, the Lessee shall be
entitled to continue in occupation of the Premises without paying any
Rent and shall further be entitled to receive an interest of 18% per
annum on the unpaid Security Deposit from the date of expiry of the
contract on the Security Deposit to the Lessor, till the date of such actual
refund.

6. LESSOR’S OBLIGATION
(i) To comply with all building and structural regulation to maintain safe
and sound premises for the Lessee to peacefully operate its business
operations;
(ii) To abide and comply with all laws, bye-laws, rules and regulations of
the municipal authorities, local bodies and other relevant authorities
as may be applicable for construct and leasing the Premises under
this Agreement.

(iii) To pay the property tax, Goods and Service Tax, ground rent and
municipal and other taxes, duties, levies and charges and in increases
thereon and all outgoing, as may be applicable, in respect of the
Demised Premises and not to allow the same to fall in arrears.

(iv) To take adequate insurance of the Demised Premises and obtain all
insurance policies including fire and special peril insurance including
third party liability, environmental clearance certificates, etc. and
make timely payment of all insurance premiums and ensure that the
policies remain valid and subsisting throughout the Term of the
Agreement.

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 7. LESSEE’S OBLIGATION

(i) To permit inspection of the Demised Premises by the Lessor or its

duly authorized representatives as and when requested by the Lessor
after 24 hours written notice to the Lessee.

8. LESSOR’S REPRESENTATIVES AND WARRANTIES:

a. The Premises is free from all encumbrances, lien and other impediments
and that the Lessor has full power, absolute right and authority to lease
the Premises to the Lessee on the terms and conditions contained in this
Agreement.
b. The Lessor shall assure an absolute and unrestricted right of access to
the Lessee and its employees and authorized agents, sub-contractors,
customers and other invitees and guests to the Premises at all time,
c. All obligations of the Lessor under the applicable law and bye-laws, rules,
conditions, orders, directions or notifications shall be complied with by
the Lessor at his own cost.

9. LESSEE’S COVENANTS AND UNDERTAKINGS:

The Lessee hereby agrees and covenants with the Lessor, that it shall:
a) Pay the said monthly rent to the Lessor, for the duration of use of the
Premises Pay all the charges for electricity (as per actual) in the Premises
and its share of water charges during the term of the lease as recorded by
the meters provided for and allotted in respect of the Premises.
b) Use the Premises for purpose of carrying out its business only and not
for any other purposes.
c) Permit the Lessor to carry out such work within the Premises as may be
required for the general upkeep of the Premises provided that does not
disturb the operation.
d) Not affect any structural changes to the Premises without the prior
written consent of the Lessor.
e) The Lessee shall take all approvals and the appropriate licenses for
operating its business in the Premises.

10. TERMINATION:
Both party agree that the lease shall terminate under the following
circumstances:

a) The Lessor and the Lessee shall have the right to terminate this
Agreement, without cause, by giving 3 months’ notice to the Lessor;
b) By the efflux of time,
c) The Parties shall have the right to terminate the lease if the other Party
defaults in the performance of its obligations or commits breach of any of
the terms under the or without cause by giving 3 months’ notice to the
other Party

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 d) The Lessee shall have the right to immediately terminate this Agreement
if any action is taken by the statutory/regulatory or other authorities in
respect of the Demised Premises interfering the Lessee’s use and
occupation of the Demised Premises or any part thereof.
e) On the expiry or termination, premises will be handed over to Lessor in
normal wear and tear accepted.

11. NOTICES:
Any notice required or permitted to be given hereunder shall be in writing
and shall be effectively given if (i) sent by prepaid courier service, airmail,
registered mail or registered post with acknowledgment due (RPAD); or (ii)
sent by means of electronic communication (with confirmed receipt), in the
case of notice to the Lessor, if addressed to it as follows:

LESSOR: Commented [SDG2]: LL to confirm

LESSEE:

MAHINDRA LOGISTICS LIMITED

Mr. Pirojshaw Sarkari – Chief Executive Officer
1A/1B, 4th Floor, Techniplex 1, Techniplex Complex,
Veer Savarkar Fly Over, Goregaon (West),
Mumbai 400 062

12. FORCE MAJEURE OR ANY EVENT BEYOND THE CONTROL OF PARTIES

In the event of force majeure i.e., if the Premises or any part thereof be
destroyed or damaged due to any fire, earthquake, storm, tempest, flood,
lightning, violence or any army or mob or enemies of the country or by any
other irresistible force and/or statutory enactments or any other event
beyond the control of the Parties (“Events”), so as to render the Demised
Premises unfit for the purpose of occupation of the Lessee, the Lessee shall
notify the Lessor of the same and request for repair/rectification of the
damage. If the damage renders the Demised Premises unfit for the Lessee’s
business operations, then the Lessee shall have the option to either notify
the Lessor for rectification of the same or terminate the Agreement, by
providing a Seven (7) days’ notice to the Lessor. If the Lessor is unable to
rectify/repair the defects caused by the force majeure within Ten (10) days,
the Lessee will have the right to terminate the Agreement by giving a written
notice of Seven (7) days at the end of the Ten (10) days’ period. In the event
of termination of lease by the Lessee under this clause for any reason
whatsoever, all deposits, etc. shall become refundable to the Lessee by the
Lessor simultaneously at the time the possession of the Premises is handed
back to the Lessor in the condition as it exists after damage. In case of the
happening of such Events, the Lessee shall not be obliged to pay the Rent
and other charges, till such time the Premises so damaged is restored to its

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 original tenantable condition and handed over back to the Lessee. In case of
any kind of losses suffered whatsoever, by the Lessee due to happening of
such Events or structural defects in the building construction or other
similar reasons, the Lessor shall indemnify the costs to the Lessee towards
all losses suffered by the Lessee including costs of transportation of goods,
material movement and such costs associated with engagement of new
premises.

13. GOVERNING LAW & JURISDICTION:

This Agreement shall be interpreted and governed by laws of India. The
courts in Siliguri shall have exclusive jurisdiction.

14. MISCELLANEOUS:
a) The Lessor and the Lessee here by represent that the persons signing
this Agreement on their respective behalf have full and complete
authority to do so and execution thereof by him/her shall create a legal
and binding obligation on their Part.
b) The expenses for the stamps and registration of Agreement are borne by
the parties equally.

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 ANNEXURE 1

SCHEDULE OF THE PREMISES

godown property located at Rangapani, Mouza- Ranidanga, JL- 103 (New), 92 (Old),
RS Khaitan No:, LR Khaitan No: 1168, 1169, 1170, 1104/1 & 1104/2, RS Plot No.
639, LR Plot No. 1386 & 1387, Touzi No. 91, PS- Naxalbari, District- Darjeeling
under Gosaipur Gram Panchayat, R.S. Plot No. 639, Beside Rannidanga Kalaram
High School, Darjeeling- 734034, West Bengal

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IN WITNESS WHEREOF the parties hereto have signed and executed this
Agreement.

Witnesses
______________________
1. (LESSOR)

2.
______________________
(LESSEE)