Exhibit 10.4


 





 


	
  [SEAL]

  	
   

  	
  PATNI COMPUTER SYSTEMS LTD

  PLOT NOS: B-45 & B-46. SIPCOT I.T PARK

  OLD MAHABALIPURAM ROAD (I.T HIGHWAY)

  SIRUSERI - NAVALUR P.O.  603 103.

  KANCHEEPURAM DIST. TAMILNADU

  	
   

  	
  
  /s/ M. SELVAKUMAR

  

  M. SELVAKUMAR

  STAMP VENDOR

  LIC No. 4255/C1/95

  T. Nagar, Chennai - 17.

  



 


LEASE DEED


 


MEMORANDUM OF LEASE DEED entered into at Chennai on this 30th
day of September 2004 BETWEEN State Industries Promotion Corporation of
Tamilnadu Limited (SIPCOT), a company registered under the Companies Act, 1956
and having its Registered Office at No. 19-A, Rukmani Lakshmipathy Road,
Chennai-600 008 represented by Thiru P. Kuppusamy son of Thiru C. Palani,
Project Manager, SIPCOT Information Technology Park, Siruseri. And hereinafter
referred to as the Party of the First Part, which term shall, unless the
context otherwise requires mean and include its representatives,
administrators, successors and assigns on the one part AND Messers. Patni
Computer Systems Ltd. having their Registered Office at S-1 A Irani Market Compound,
Yerawada, Pune PIN 411 006 Represented by their General Manager E. Rajendran,
Son of Late Thiru R. Rajan Menon, hereinafter referred to as the Party of the
Second Part, which term shall, unless the context otherwise requires, mean and
include their representatives, administrators and assigns on the other part
witnesseth.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory

  



 


1













 


1.  WHEREAS the Party of the
First Part has been incorporated as a Limited Company with an objective
to develop industrial area with basic infrastructural facilities and
maintenance of such industrial area in Tamilnadu.


 


WHEREAS the Party of the FIRST PART has acquired the property more
fully described in the Schedule ‘A’ hereunder and hereinafter referred to
as the said property.


 


WHEREAS for the due fulfillment of its principal object, Party of the
FIRST Part has laid out the said property into various plots, besides
setting apart land for the purpose of laying roads, drains and for other common
works for the benefit of the occupants of the plots so laid out and WHEREAS it
also proposes to effect improvements and betterment schemes for the benefit of
all the units of the Industrial Park.


 


WHEREAS the Party of the FIRST Part proposes to allot the land on
a long lease of 99 years in as much as it is felt that the characteristics and
homogeneity of the Industrial Park should not be destroyed and WHEREAS the
Party of the FIRST Part should have control over the amenities such as
Water, Road, Street lights, Drainage, so that these facilities should be made
available to the Industrialists in a reasonable and equitable manner.


 


WHEREAS the Party of the First Part has decided to make available to
entrepreneurs, the developed plots in the said property on terms and conditions
mentioned hereunder, for the purpose of their locating any approved industry or
other business or activity in the plots in the said property under the terms of
the lease deed;


 


WHEREAS the Party of the Second Part made an application to the
Party of the First Part for allotment of a plot in the Industrial Park at
Siruseri for the purpose of putting up the project for setting up Software
Development and Support Services.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory

  



 


2













 


WHEREAS the Party of the First Part allotted the Plot No.(s) (Old
Nos.B.45 and B.46) New No.H.6 in the said Industrial Park more fully
described in Schedule ‘B’ hereunder and shown distinctly in the plan
attached hereto and hereunder referred to as the allotted plot by the Order of
Allotment No.D.II/ITP/PCSL./04 dated 5.4.2003 subject to the terms and
conditions contained therein.  The Party
of the Second Part has accepted the Order of Allotment.


 


WHEREAS the property described in the Schedule ‘A’ is intended to
be utilised only for the purpose of locating an industrial unit and the restrictions
and conditions stipulated in this deed are intended only to preserve the
character of the said property as an Industrial Park and for the benefit of the
other plots of land held by the Party of the First Part or allotted or
intended to be allotted by it to other parties similarly situated as the Party
of the Second Part.


 


NOW THIS AGREEMENT WITNESSETH:


 


2. That in consideration of the allotment of plot made by the Party of
the First Part, the Party of the Second Part has paid a sum of Rs.65,62,400/-
(Rupees Sixty Five Lakhs Sixty Two Thousand and Four Hundred only) towards plot
deposit, Rs.2,34,37,500/- (Rupees Two Crores Thirty Four Lakhs Thirty Seven
Thousand and Five Hundred only) towards development charges and Rs.100/-
(Rupees one hundred only) towards lease rent as advance being 100% payment in
full.


 


i. The plot deposit of Rs.65,62,400/- (Rupees Sixty Five Lakhs
Sixty Two Thousand and Four Hundred only) alone is refundable on the expiry of
the lease period.


 


ii. The receipts towards amenities i.e. development charges
amounting to Rs.2,34,37,500/- (Rupees Two Crores Thirty Four Lakhs Thirty Seven
Thousand and Five Hundred only) in addition to any development charges which
will be collected from the party of Second Part during the currency of lease
will be adjusted towards the development expenditure incurred and or to be
incurred towards the development of the Industrial Park. Any additional
development charges beyond 10% shall be mutually discussed and accepted.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI

  	
  Authorised Signatory

  



 


3













 


3. The Party of the First Part shall not pay any interest for the
amount remitted by the Party of the Second Part.


 


4.a. That the Party of the Second Part shall have to pay the
annual lease rent of Re. One per year for 98 years and Rs. 2/- for the 99th
year and the same has been paid in advance in consideration of execution of
these presence.


 


b. The Party of the Second Part shall pay Rs. 17,25,000/-(Rupees
Seventeen Lakhs Twenty Five Thousand Only) towards capital cost of water supply
system before the execution of water supply agreement and also pay annual water
charges at the rate fixed by the Party of the First Part from time to time
fixed by the Party of the First Part abiding by the terms of water supply
agreement executed. The charges paid on these account shall not be refunded for
any reasons.


 


5. The Party of the First Part allots the property on lease
bearing Plot No. mentioned above and more fully described in Schedule ‘B’
to the Party of the Second Part and the Party of the Second Part takes
the property aforesaid on lease for a period of 99 (ninety nine) years, AND the
Party of the Second Part also agrees to strictly abide by the conditions
stipulated in the Lease Deed and also the terms and conditions of Allotment
Order, a copy of which is enclosed with this deed.


 


6. The Party of the Second Part enters upon and takes possession
as lessee of the said allotted plot as it is, in consideration whereof the
Party of the Second Part has paid 100% of plot deposit, development
charges and lease rent.


 


7. The Lessee should take possession of the demised property within 120
days from the date of allotment order. 
Failure to do so will entitle the Party of the First Part to cancel
the allotment and the lease.


 


8. It shall be open to the Party of the First Part, in the event of
additional development facilities being taken up or in case of escalation in cost
of development works in future as set out in clause.2(ii) herein to
collect the pro-rata expenses and charges as additional plot deposit and
additional development charges and the Party of the Second Part shall pay
the amount as demanded by the Party of the First Part.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI

  	
  Authorised Signatory

  



 


4













 


9. The Party
of the First Part reserves the right to cancel the allotment, disconnect
the water supply and forfeit the amount remitted for the plot allotted for the
following reasons.


 


Non-compliance of the terms and conditions of the allotment order, or
of this lease deed including non-payment of dues. On such cancellation the
Party of the Second Part shall have no right to claim the amount paid
towards the plot or the interest already paid.


 


10. The plot deposit and the development charges prescribed in the
allotment order is only tentative. The Party of the First Part reserves
the right to revise the amount payable for the plot as fixed in the allotment
order, in the event of the Party of the First Part having to pay enhanced
compensation for the lands acquired or for any other reasons such as escalation
in the cost of development works or for additional works undertaken and such
revised plot deposit and development charges shall be paid by the Party of the
Second Part. The Party of the Second Part shall also pay the cost of
trees, wells and structures, if any, as prescribed by the Party of the first Part and
this amount is not refundable by the Party of the First Part at any time
for any reason.


 


In case of cancellation of allotment the commission, if any, paid to
SIPCOT approved marketing agent will be recovered from the amount to be
refunded, if any, to the Party of the Second Part.


 


11. Annual Maintenance Charges for the common amenities and facilities
like roads, street lighting, sanitation, drainage, sewerage, common buildings,
gardens, avenue plants, parks etc., will from time to time be apportioned among
the allottees in the Industrial Park in which the above plot is situated. The
Party of the Second Part shall pay the same without any demur within the
period prescribed. Non payment on due date will automatically entail an
interest of 15.5% per annum or such other rate as may be prescribed form time
to time.


 


12.(i).  It shall be open to the
Party of the First Part during the currency of the lease to take
possession of the said allotted plot together with the factory and other
buildings and fixtures located on the same, for any violation of


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI

  	
  Authorised Signatory

  



 


5













 


any conditions of this deed or the terms and conditions of allotment.
In such event, the Party of the Second Part shall not be entitled for any
compensation for any of the structures on the allotted plot or any refund of
any amount that may have been paid by the Party of the Second Part to the
Party of the First Part by virtue of this deed.


 


(ii) That the interest of the Party of the Second Part in the
land shall net be sold or attached and sold in satisfaction of attachment of
any debt(s) and if it so happens or is likely to happen the Party of the First Part shall
be entitled to determine the lease and take possession of the land with all the
consequences mentioned above.


 


(iii) It shall be open to the Party of the First - Part to
initiate proceedings under the provisions of the Tamil Nadu Public Premises
(Eviction of Unauthorized Occupants) Act, 1975 or under any Statute for the
time being it force for eviction as will as for the recovery of the amount due
under this deed form the Party of the Second Part without prejudice to
resort to any other mode of recovery that may be available.


 


13. It shall be open to the Party of the First Part to deal with
the Property taken by it under the rights conferred on it as per clauses 12(ii) and
14(a) in any manner it likes either by retaining or by leasing it to any
other person, without any let or any hindrance or claim whatsoever to the party
of the Second Part to compensation and the Party of the Second Part has
no right to interdict the same.


 


14.(i). If, in the opinion of the Party of the First Part, it is found
that the land allotted to the Party of the Second Part is not put to use
for the purpose for which it was allotted or is in excess of the actual
requirements of the Party of the Second Part for the purpose for which it
was allotted, the Party of the First Part shall at any time have the right
to cancel the allotment in respect of such land or excess land, as the case may
be, and resume the same under the provision of TNPPE. In the event of resuming
excess land by the party of the first part, the plot deposit and development
charges and additional development charges collected from the Party of the
Second Part will be suitably modified and refund of the plot deposit alone
if any, due to the Party of the Second Part will be made. Development
charges, additional development charges, Lease rent, Interest and enhanced
interest, if any already paid or due, will not be subject to any refund or
modification in such an event.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


6













 


14.(ii)  The plot deposit alone shall be refunded by
the Party of the First Part to the Party of the Second Part on the
expiry of the period of lease and no compliance with all the terms of the
lease. In the event of surrender by the party of the second part, the plot
deposit will be refunded in full after forfeiting the initial deposit and
processing fee by the party of the first part. The development charges will be
refunded after forfeiting an amount of 5% per year or part thereof for the
number of years the plot was held by the party of the second part subject to a
minimum of 15% and no compensation for improvement of building or other
structures erected in the plot shall be made by the party of the first part.


 


14(iii).  Providing of
infrastructure facilities by the First Part, is an ongoing scheme for the
overall development of the Park and the expenditure thereon would be incurred
over a period of time till the completion of the Park. The development charges
and any additional development charges collected during the period of lease
from allottees will be adjusted towards development expenditure incurred and or
to be incurred for the infrastructure development of the Industrial Park. The
Party of the Second Part shall not have any right to claim for
infrastructural facilities or claim over such development charges paid to the
Party of the First Part.


 


15.  The Party of the Second Part will
take possession of the plot in “as is where is” condition and no further demand
for any development, such as earth filling, raising the level etc., shall be
entertained. Any other improvement or developments inside the allotted plot is
purely at the discretion of the Party of the Second Part.


 


16.  The Party of the Second Part shall
utilise the allotted plot only for the purpose for which it was allotted.


 


17.  The allottee shall commence
commercial production/trail production within 30 months from the date of
allotment order. Failure will entail cancellation of allotment and forfeiture
of total amount paid towards the extent allotted.


 


18.  The Party of the second part
shall have to commence Construction of buildings within six months from the
date of allotment order and be completed within 24 months from the date of
allotment order. Before commencing such construction of works on the allotted
plot, the allottee should strictly follow the following building regulations
prescribed, among others.


 


i.  All buildings to be
constructed should be in conformity with the byelaws of the local body and
regulations in force from time to time as well as any other laws, rules and
regulations in force relating to the construction and use of premises.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


7













 


However, as per the G.O.Ms.No.169, Industries (MIE.2) dt. 12.9.96, the
allottee can start construction immediately after submitting the necessary
application for building plan approval to the appropriate authorities, provided
a certificate from a Chartered Architect or a Civil Engineer registered with
the concerned local body is enclosed conforming that the plan is not violating
any rules or regulations, including the zone regulations under the Town
and Country Planning Act, 1971. This permission is subject to the undertaking
that the portion of the building will be demolished if it is found that the
building violates any rules or regulations. The Party of the First Part reserves
the right to suggest such modifications or alterations as may be in common
interest.


 


ii.  All survey and other marks
demarcating the boundaries of the plots, structures and installations shall be
properly preserved and kept in good condition by the Party of the Second Part,
at all times. Where more than one allottee is concerned with the same boundary
marks and structures the Party of the First Part shall allocate these
obligations suitably.


 


iii.  No temporary or
semi-permanent structure shall be built on the plot except during the period of
construction or reconstruction in future.


 


iv.  No construction with katcha
or inflammable materials will be permitted on the site allotted.


 


v.a.  A strip of not less than
five meters shall be left open to the sky, within the periphery of the plot on
all sides.


 


v.b.  Before obtaining any plan
sanction from concerned authorities consent should be obtained from Project
Officer of the party of the first part for the building plan and plans for all
structures to be constructed on the plot for the limited purpose of ensuring
that a strip of not less than 5 mtrs is left open to the sky within the
periphery of the plot on all the sides.


 


vi.  The provision of any culvert
across common drains must be got approved by the Party of the First Part.


 


vii.  Sewer lines and water lines
should be designed in such a way that they are connected to the common lines of
the Party of the First Part which will serve the plot.


 


viii.  The Party of Second Part should
make its own arrangements to drain the rainwater from its plot into the common
road drain provided by the Party of the First Part.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


8













 


ix.  The Party of the Second Part has
to make its own arrangements to treat the effluents solid/liquid to the
required standards of the Tamilnadu Pollution Control Board and to regulate
dust, smoke, gas, noise, vibrations and prevent fire hazards an comply with the
regulations in this regard.


 


x.  The Party of the Second Part shall
treat the industrial effluents to relevant ISI/RIS specifications as applicable
to the area/Inland waterways and start construction only after obtaining
clearance from the Tamilnadu Pollution Control Board.


 


xi.  The Party of the First Part will
permit the units to connect the collecting system of the Party of the First
Party only the effluents treated to the standard of Inland water ways as
prescribed by the Pollution Control Board. 
Before application for the connection is made, the Party of Second Part shall
produce such clearance from the Pollution Control Board.


 


xii.  The Party of the Second Part shall
preserve the manholes constructed if any in the 5-metre corridor and raise the
same atleast 45 cm above the formation level in case the natural ground level
is raised by the formation at their own cost with prior intimation and approval
from the Party of the First Part.


 


19.  The Party of the Second Part shall,
at its own cost, construct and maintain access roads leading from the
Industrial Park to the said plot in strict accordance with the specifications
and details prescribed by the Party of the First Part.


 


20.  The Party of the Second Part shall
insure all the fixed assets in the plot and renew the insurance periodically.


 


21.  The Party of the Second Part shall
keep the Party of the First Part indemnified against any and all claims
for damages, which may be caused to any adjoining buildings or other premises
as a consequences of the erection of the buildings and industrial installations
by the Party of the Second Part.  The
Party of the Second Part shall also keep the Party of the First Part indemnified
against all payments whatsoever which, during the progress of work, may become
payable or be demanded by the Local Authority in respect of the said works, or
of anything done under the authority herein contained.


 


22.  With the consent of the
Party of the Second Part the party of the First Part shall have the
right of access into and utilising any portion of the allotted plot, as
required at all times, for the purpose of laying pipe lines, cables,
underground drainages, channels, or providing such other common facility.  The Party of the First Part shall have


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


9













 


further right within the area of the allotted plot including the
building standing thereon as and when felt necessary by the Party of the First
Part, to lay down, place, maintain, alter, remove or repair any pipes, pipe
lines, conduits for service lines, posts, or other appliances or apparatus in,
on, under, over, along or across the land in such area for the purposes of
providing any common amenities or services for the Industrial Park and the same
may be done either directly by any person either generally or specially
authorised by the Party of the First Part in this behalf and the Part of
the Second Part agrees for the same.


 


23.  The Party of the Second Part shall
not, at any time during the currency of the lease, cause or permit any nuisance
in or upon the said land and in particular shall not use or permit the said
land to be used for any purpose, which may be obnoxious or injurious or
offensive by reason of deposits of solid matter or emission of odour, liquid,
dust, smoke, gas, noise vibrations or fire hazards or which may cause permanent
damage to the land.  The Party of
the First Part shall have full right to prohibit or regulate these matters
at all times.


 


24.  During the period of lease
and thereafter the Party of the Second Part at its expense will keep the
buildings, premises and other structures clean, free from defect and in good
condition.


 


25.(i).  The Party of the
Second Part shall pay all existing and future rates and taxes, charges,
claims, assessment and out going of every description, chargeable against the
owner or occupier in respect of the allotted plot and any building erected
thereon or services received.


 


ii.  The Party of the Second Part shall
bear all expenses in connection with the drawing of power from the main lines
to the plot and for the supply of electricity.


 


iii.  The Party of the Second Part shall
execute an agreement for water supply at the time of taking possession of the
plot and comply with all terms and conditions of the agreement.


 


iv.  The Party of the Second Part along
with the allottees of the other plots shall bear the maintenance charges for
the common amenities and facilities like roads, drainage, sewerage, street
lighting etc, at the rates which may be fixed by the Party of the First Part from
time to time.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


10













 


26.  The Party of the Second Part shall
not assign, sub-let, transfer or part with his interest in the allotted plot
either in whole or in part except with the prior written consent of the Party
of the First Part. In the event of the Party of Second Part seeking
approval for change in constitution, or change in the management or control or
amalgamation with any other company or transfer of interest to any third party
either in whole or in part, the Party of the First Part shall grant
approval provided the Party of Second Part or any person claiming under
the Party of Second Part agrees to pay the cost determined by Party of the
First Part and the cost determined by Party of First Part shall be
final and binding on the Party of Second Part or any person claiming under
the Party of Second Part and cannot be questioned in any Court of law.


 


27.  The Party of the First Part or
persons authorised by it shall have the right to enter upon and inspect the
said premises, during the currency of the lease at all times.


 


28.  The Party of the Second Part shall
not dump debris or any waste harmful or harmless materials within SIPCOT
premises.


 


29.  The Party of the First Part shall
have the powers to direct removal or alteration of any building or structure
erected or used contrary to the conditions of the plan or cause the same to be
carried out at the cost of the Party of the Second Part.


 


30.(i)  The Party of the Second Part shall
not sink any well, bore well or tube well within the site allotted except with
the prior permission of SIPCOT, subject to the conditions as applicable. If any
such well exists already in the plot it shall be closed when the Party of the
First Part supplies water from a common source.  If any bore well exists already it shall be
kept under the control of the Party of the First Part.


 


(ii)  The Party of the First Part shall
have the right to lay pipe lines, sink bore wells or put up any facilities for
common use within a strip of 5 mtrs. Left open on all sides within the
periphery of the plot on the land allotted to the Party of Second Part without
payment of any compensation or rental etc, to the Party of the Second Part.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


11













 


(iii)  The party of the second
part shall not draw water from their own bore well/open well/tube well sunk in
private lands adjacent to SIPCOT Industrial Park through pipe line
unauthorisedly trespassing into SIPCOT premises.  If at any time such trespass is found by
SIPCOT water supply will be disconnected besides severing the trespassed water
line.


 


31.  Ten percent of the jobs in
the Industrial units coming up in the Industrial Park, shall be reserved to the
members of the families of land owners whose lands have been acquired for the
Industrial Park, subject to eligibility as per qualifications prescribed for
the jobs.


 


32.  The Party of the First Part shall
have the power to grant extension of time, subject to such conditions as may be
imposed to the Party of Second Part in all matters, which are required to
be done or completed within the prescribed time, under this deed.


 


33.(i)  The constitution of the
Party of the Second Part in case of Proprietory concern/Partnership firm
/Board of Directors of private limited company shall not be changed without
prior approval of the Party of the First Part. For a public limited company as and
when the constitution of the Board of Directors (Professionals) gets changed
the same shall be informed to Party of the First Part and acknowledgement
obtained within 90 days.


 


However any change of directors causing change of ownership or
management of the party of the second part shall be made only with prior
approval of Party of the First Part.


 


(ii)  Any change in the name or
the address of the Registered Office or Administrative Office of the Party of
the Second Part should be intimated to the Party of the First Part then
and there.


 


34.  The death of the Party of
the Second Part, where it is an individual, should be communicated to the Party
of the First Part within a reasonable time. The heir or legal
representative should give notice of his claim to the Party of the First Part within
three months of the event.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


12













 


35.  During the currency of the
lease, any question of dispute or difference in relation to or in connection
with the terms of the lease deed shall not be raised by the Party of the Second
Part and, if at all raised, such question of dispute or difference shall
be referred to an arbitrator appointed by Government of Tamil Nadu.


 


36.  Only the Courts situate in
the City of Chennai shall have jurisdiction to decide upon any dispute or
litigation between the parties to this lease deed.


 


37.  The Party of the First Part reserves
the right to impose any further conditions and stipulations, or alterations in
the regulations which are reasonable justified and necessary at any time for
the establishment of Industrial Park, to implement the conditions of this deed
and for the benefit of the Industrial Park as a whole.


 


38.  The Party of the First Part reserves
to itself the right to sell, lease or otherwise deal with any land unleased or
unsold, in any manner it deems suitable. It reserves the right to release,
waive, modify either wholly or in part, alter any stipulations, obligations and
restrictions contained in this deed regarding any plot or other area in the
property. The exercise of this right by the Party of the First Part in
relation to any such plot or area shall not release the lessee or /purchaser(s)
of any other plot in this property from any of the stipulations, obligations
and restrictions, affecting and imposed upon the said allotted plot, nor give
rise in favour of any lessee or purchaser to any right of action against the
party.


 


39.  The Party of the Second Part shall
implement and conform to the various conditions in this deed in relation to the
allotted plot at all times.


 


40.(a).  It shall be open to the
Party of the Second Part to ask for in writing and the Party of the First Part to
grant a ‘No Objection’ certificate, with or without conditions, to enable the
Party of the Second Part to mortgage its interest in the said allotted
plot, at any time after taking possession for obtaining financial assistance
from financial institutions and banks for implementing the project in the plot
and for the projects implemented under the same legal entity of the party of
the second part. The Party of the Second Part shall not offer this
property as a collateral security to avail loan for other purposes / sister
concern etc.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


13













 


(b).  If the Party of the Second Part fails
to comply with any of the terms and conditions of lease deed, the Party of the
First Part reserves the right to cancel the allotment and resume the land
under TNPPE Act. The Financial Institutions/Banks to whom Party of the First Part issues
NOC for creating mortgage will be notified with a notice of 90 days to take
remedial action.


 


41.  During the currency of the
lease, the ownership of the leased property which is vested with the Party of
the First Part shall not be liable to be questioned in any manner and if
at all any such question is raised by the Party of the Second Part, the lease
will be terminated forthwith and the Party of the First Part will enter
the land including the buildings and other appurtenances situated thereon and
resume possession of the plot at any time.


 


42.  The Party of the First Part,
at the request and cost of the Party of the Second Part at the end of the
said term of 99 years may execute a new lease of the schedule mentioned
plot by way of renewal for a similar period of ninety nine years on such
covenants and provisions as may be mutually agreed to.


 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


14













 


SCHEDULE – A


 


(Description of the Information Technology Park)


 


All that piece and parcel of land known as the SIPCOT Information
Technology Park, Siruseri, comprising of about 926.00 Acres of land situated in
Siruseri, Egattur, Kazhipattur, Pudupakkam and Navalur Revenue Villages but in
compact block within the Taluk of Chengalpet Sub-Registration District of
Thiruporur of Kancheepuram Revenue District. The Information Technology Park is
bounded:


 


 


	
  On the South By

  	
   

  	
  Pudupakkam and Kazhipattur villages

  
	
   

  	
   

  	
   

  
	
  On the North By

  	
   

  	
  Thalambur and Navalur villages

  
	
   

  	
   

  	
   

  
	
  On the East By

  	
   

  	
  Old Mahabalipuram Road (i.e. IT Highway)

  
	
   

  	
   

  	
   

  
	
  On the West By

  	
   

  	
  Siruseri and Pudupekkani villages

  



 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


15













 


SCHEDULE – B


 


(Description of the property concerned in this lease)


 


(Value of the property Rs.3,00,00,000/-)


 


All that piece and parcel of land known as Plot No(s).(Old Nos.B.45 and
B.46) New No.H.6 in the SIPCOT’s Information Technology Park at Siruseri within
the village limits of Egattur Taluk of Chengalpet Sub-registration District of
Thiruporur in Kancheepuram Revenue District containing by admeasurement 18.75
acres/sq.mtrs. or thereabouts and marked by Green Color Coloured boundary lines
on the plan annexed hereto, bearing Survey No.117 pt, Of Kazhipattur Village
and bounded:


 


 


	
  On the North By

  	
  :

  	
  Plot No.H.4.

  
	
   

  	
   

  	
   

  
	
  On the South By

  	
  :

  	
  20 mts. Wide Road

  
	
   

  	
   

  	
   

  
	
  On the East By

  	
  :

  	
  SF.No.117 pt of Kazhipattur

  
	
   

  	
   

  	
   

  
	
  On the West By

  	
  :

  	
  Earthern Drain

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LINEAR MEASUREMENTS

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  East to West on the North

  	
  :

  	
  403.29 mts (499.99 + 261.75 + 78.99 + 12.56)

  
	
   

  	
   

  	
   

  
	
  East to West on the South

  	
  :

  	
  400.34 mts.

  
	
   

  	
   

  	
   

  
	
  North to South on the East

  	
  :

  	
  202.93 mts. (66.84 + 53.53 + 82.56)

  
	
   

  	
   

  	
   

  
	
  North to South on the West

  	
  :

  	
  211.27 mts (178.02 + 33.25)

  



 


 


	
  /s/ P. Kuppusamy

  	
   

  	
  For Patni Computer Systems Ltd

  
	
  PROJECT MANAGER,

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
  SIPCOT I.T. PARK, SIRUSERI.

  	
  Authorised Signatory.

  



 


16













 


IN WITNESS WHEREOF Thiru. P. Kuppusamy, Project Manager actioing for
and on behalf of the Party of the First Part and Thiru E. Rajendran acting
for an on behalf of the Party of the Second Part have hereunto set their
hands on the day, month, year first above written.


 


 


	
   

  	
  Signature of Lessor

  
	
   

  	
  /s/ P. Kuppusamy

  	
   

  
	
   

  	
  (Party of the First Part)

  
	
   

  	
  PROJECT MANAGER,

  
	
   

  	
  SIPCOT I.T. PARK, SIRUSERI.

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
  1. /s/ 

  	
   

  
	
   

  	
   

  
	
  2. /s/ 

  	
   

  
	
  (S. PACHAIVANNAN)

  	
   

  
	
  AD/SIPCOT I.T. PARK/ SIRUSERI

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature of Lessee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Party of the Second Part)

  
	
   

  	
   

  
	
   

  	
  For Patni Computer Systems Ltd

  
	
   

  	
   

  	
  /s/ E. Rajendran

  	
   

  
	
   

  	
  Authorised Signatory

  
	
   

  	
   

  
	
  Signed and delivered in the presence of:

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
  1.  /s/ R. krishnan (R.
  KRISHNAN)

  	
   

  
	
  GF - 1
  Aarabhi Apts

  	
   

  
	
  11, 15th
  Street Nanganallur

  	
   

  
	
   

  	
   

  
	
  2.  /s/ G. Vinoth Krishnan (G.
  VINOTH KRISHNAN)

  	
   

  
	
  No 4,
  Rajiv Gandhi Ave,

  	
   

  
	
  Off West
  Bank Canal Road,

  	
   

  
	
  Kottur

  	
   

  
						



 


17













 


IN WITNESS WHEREOF Mr. E Rajendran, an Authorised Signatory for
Patni Computer Systems Limited, (the Party of the Second Part) has hereunto
signed this Agreement pursuant to the Board Resolution dated 27th
April 2004 and Common Seal of the Party of the Second Part has
hereunto been affixed on this day of 30th September 2004 in the presence
of a Director and a Company Secretary.


 


	
  For Patni Computer Systems Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ E. Rajendran

  	
   

  	
   

  
	
  E Rajendran

  	
   

  
	
  Authorised Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  IN PRESENCE OF:

  	
   

  
	
   

  	
   

  
	
  1. 

  	
  /s/ R. krishnan 

  	
  (R. KRISHNAN)

  	
   

  
	
   

  	
  GF - 1 Aarabhi

  	
   

  
	
   

  	
  11, 15th Street Nanganallur

  	
   

  
	
   

  	
  Chennai - 600 061

  	
   

  
	
   

  	
   

  
	
  2.  

  	
  /s/ G. Vinoth Krishnan 

  	
  (G. VINOTH KRISHNAN)

  	
   

  
	
   

  	
  No. 4, Rajiv Gandhi Ave,

  	
   

  
	
   

  	
  Off West Bank Canal Road,

  	
   

  
	
   

  	
  Kottur, Chennai - 85.

  	
   

  
						



 


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