DEED OF RENEWAL AND EXTENSION OF LEASE
This Deed of Renewal and Extension of Lease ("this Deed") is made at __________ on __________.
BETWEEN
__________, __________, having its address at __________, PAN __________ (the "Lessor", which expression includes its successors and permitted assigns);
AND
__________, __________, having its address at __________, PAN __________ (the "Lessee", which expression includes its successors and permitted assigns).
The Lessor and the Lessee are each a "Party" and together the "Parties".
RECITALS
A. The Original Lease. By __________ dated __________ (the "Original Lease"), the Lessor demised to the Lessee the premises described in Schedule I (the "Premises") for a term commencing on __________ and expiring on __________.
B. Stamping and registration of the Original Lease. __________
C. The Parties. __________
D. The present position. Immediately before the Renewal Commencement Date the monthly rent payable under the Original Lease is __________, and the Lessor holds a refundable security deposit of __________ paid by the Lessee under the Original Lease. The Lessee is in possession of the Premises.
E. The renewal. The Parties have agreed to renew and extend the Original Lease __________, on the terms recorded in this Deed.
NOW THIS DEED WITNESSES as follows.
- DEFINITIONS AND CONSTRUCTION
1.1 "Renewal Commencement Date" means __________. "Renewal Expiry Date" means __________. "Renewed Term" means the period from the Renewal Commencement Date to the Renewal Expiry Date, both days inclusive. "Jurisdiction City" means __________.
1.2 Words and expressions defined in the Original Lease carry the same meaning in this Deed unless defined differently here.
1.3 This Deed is supplemental to, and shall be read together with, the Original Lease as one instrument. Where the two conflict in relation to the Renewed Term, this Deed prevails.
- RENEWAL AND EXTENSION
2.1 The Lessor renews and extends, and the Lessee accepts the renewal and extension of, the lease of the Premises for a further term of __________ commencing on the Renewal Commencement Date and expiring on the Renewal Expiry Date.
2.2 The Premises shall continue to be used for __________ and for no other purpose without the Lessor's prior written consent.
2.3 The Lessee is already in possession and no fresh delivery of possession is required or given. The Lessee accepts the Premises in their present condition and confirms that it has no claim against the Lessor in respect of their condition as at the Renewal Commencement Date.
2.4 Further renewal. __________ This Deed itself confers no further right of renewal beyond the Renewal Expiry Date, and any further extension requires a fresh written instrument, duly stamped and, where the law so requires, registered.
- RENT
3.1 With effect from the Renewal Commencement Date, and subject to any rent-free period expressly granted by this Deed, the Lessee shall pay the Lessor rent of __________ per month, in advance, on or before the __________ day of each calendar month, by electronic transfer to the bank account notified in writing by the Lessor.
3.2 Escalation of rent during the Renewed Term shall be as follows. __________
3.3 Rent or any other sum not paid when due shall carry interest at eighteen per cent (18%) per annum from the due date until payment. The right to interest does not entitle the Lessee to withhold or delay payment.
- GOODS AND SERVICES TAX AND TAX DEDUCTED AT SOURCE
4.1 __________
4.2 The Lessor shall obtain and maintain GST registration where required by law, shall issue tax invoices complying with that law, and shall report the supply correctly so that the Lessee may claim input tax credit to the extent available to it. Where the Lessor is not registered and the Lessee is registered, the Parties acknowledge that liability to pay tax may fall on the Lessee under the reverse charge mechanism to the extent the law so requires, and the rent shall not be grossed up on that account.
4.3 The Lessee shall deduct tax at source on the rent under section 194-I of the Income-tax Act, 1961 to the extent that section applies, deposit it within the prescribed time and furnish the certificate in Form 16A. Where instead section 194-IB of that Act applies — as it does where the Lessee is an individual or a Hindu Undivided Family not liable to tax audit — the Lessee shall deduct at the rate and at the time that section prescribes, deposit the tax by challan-cum-statement in Form 26QC and furnish the certificate in Form 16C. Payment of rent net of tax so deducted and deposited is a good discharge of the Lessee's obligation to that extent. Each Party's permanent account number is as stated above, and each shall notify the other of any change.
- SECURITY DEPOSIT
5.1 The total refundable, interest-free security deposit to be held by the Lessor throughout the Renewed Term is __________.
5.2 The sum of __________ already held by the Lessor under the Original Lease is carried forward, continues to be held on the terms of this Deed, and is adjusted towards the amount stated in clause 5.1. The Lessor confirms that the said sum is held in full and has not been appropriated.
5.3 The deposit carries no interest, is not adjustable against rent during the Renewed Term except by written agreement of the Parties, and shall be refunded within __________ days of the later of (a) expiry or earlier termination of the Renewed Term and (b) the Lessee handing over vacant possession of the Premises.
5.4 The Lessor may deduct from the deposit only (a) rent and other sums due and unpaid, (b) unpaid maintenance, utility and statutory charges relating to the Lessee's occupation, (c) the cost of making good damage to the Premises beyond reasonable wear and tear, (d) the cost of any reinstatement the Lessee was required by clause 9 to carry out and did not, subject to clause 9.4, (e) any sum payable by the Lessee under the lock-in provisions of clause 8, (f) mesne profits and any other sum payable by the Lessee under clause 10, and (g) any sum payable by the Lessee under clause 9.3 or clause 17.1. The Lessor shall furnish an itemised written statement of every deduction, with supporting bills, when the balance is refunded.
5.5 If the amount held by the Lessor exceeds the amount stated in clause 5.1, the excess shall be refunded to the Lessee within the period stated in clause 5.3 or adjusted as the Parties agree in writing.
- OUTGOINGS
6.1 Maintenance. __________
6.2 Taxes on the Premises. __________
6.3 Utilities. The Lessee shall pay for electricity, water, telecommunications, back-up power and every other utility consumed at the Premises, as metered or as fairly apportioned by the building management, and shall keep the connections in good standing.
- FIT-OUT AND ALTERATIONS
7.1 The Lessee shall not carry out any structural alteration to the Premises without the Lessor's prior written consent, which shall not be unreasonably withheld or delayed. Non-structural internal works are permitted, provided the Lessee obtains any approval required from the building management or a statutory authority and does not affect the structure, the façade or common services.
- LOCK-IN, NOTICE AND TERMINATION
8.1 The lease shall continue for the whole of the Renewed Term unless terminated under this clause 8 or under clause 16.2.
8.2 The Lessor may terminate the lease with immediate effect by written notice if (a) rent remains unpaid for two consecutive months after fifteen (15) days' written notice to pay, (b) the Lessee commits a material breach of this Deed or the Original Lease and fails to remedy it within thirty (30) days of written notice, or (c) insolvency or winding-up proceedings against the Lessee are admitted and not stayed or withdrawn within sixty (60) days.
8.3 The Lessee may terminate the lease with immediate effect by written notice if the Premises are rendered wholly unfit for the permitted use through no fault of the Lessee and are not made fit within sixty (60) days of written notice.
8.4 Termination does not affect any right or liability accrued before it takes effect.
- EXPIRY, REINSTATEMENT AND HANDOVER
9.1 On expiry or earlier termination of the Renewed Term the Lessee shall hand over vacant, peaceful possession of the Premises to the Lessor, together with all keys, access cards and handover documents, and shall clear all dues.
9.2 Condition on handover. __________ __________
9.3 Any property of the Lessee not removed within fifteen (15) days after the handover date, other than fit-out and works which clause 9.2 requires or permits the Lessee to leave in place, may, at the Lessor's option, be removed and stored at the Lessee's cost or treated as abandoned and disposed of, and the Lessee shall have no claim in respect of it.
9.4 Reinstatement: notice, election and cap. Before deducting the cost of any reinstatement under clause 5.4(d), the Lessor shall give the Lessee written notice specifying the works said to be outstanding and enclosing a written quotation for those works obtained from a contractor. The Lessee may, within fifteen (15) days of that notice, elect by written notice to carry out the works itself, and shall then complete them within thirty (30) days of its election, the refund period in clause 5.3 being suspended for so long. If the Lessee does not so elect, or elects and fails to complete, the Lessor may carry out the works and deduct their cost from the deposit, and that deduction shall not exceed the amount of the quotation notified under this clause.
- HOLDING OVER
10.1 The Parties record that they do not intend continued occupation after the Renewal Expiry Date to create a fresh tenancy by holding over, and that acceptance by the Lessor of any sum in respect of such occupation shall not amount to assent to the continuance of the lease within the meaning of section 116 of the Transfer of Property Act, 1882.
10.2 If the Lessee remains in occupation after the Renewal Expiry Date without a fresh instrument duly stamped and registered, __________. Payment or acceptance of that sum creates no tenancy and confers no right to remain.
- CONTINUATION AND VARIATION OF THE ORIGINAL LEASE
11.1 Save as expressly varied by this Deed, every term, covenant and condition of the Original Lease continues in full force during the Renewed Term and binds the Parties, mutatis mutandis, as if set out in this Deed at length.
11.2 To the extent the Original Lease is inconsistent with this Deed in relation to the Renewed Term, this Deed prevails.
- LESSOR'S COVENANTS
12.1 The Lessor covenants that it is entitled to the reversion in the Premises and has full authority to grant this renewal; that the Lessee paying the rent and observing its obligations shall peaceably enjoy the Premises during the Renewed Term without interruption by the Lessor or anyone claiming through it; that it shall keep the structure, roof, external walls and common services in good repair; and that it shall pay any ground rent, society or association dues, or loan instalments secured on the Premises, for which it is responsible.
12.2 If the Lessor transfers the Premises during the Renewed Term, it shall procure that the transferee takes subject to this lease and shall notify the Lessee in writing within fifteen (15) days of the transfer, along with details for payment of rent.
- LESSEE'S COVENANTS
13.1 The Lessee covenants to pay the rent and all other sums when due; to use the Premises only for the permitted use; to keep the interior, fixtures and fittings in good and tenantable repair, reasonable wear and tear excepted; to comply with all applicable laws, licences and building rules relating to its occupation and business; to insure its own contents, fit-out, plant and public liability; not to store hazardous or prohibited goods; and to permit the Lessor or its representatives to inspect the Premises on twenty-four (24) hours' prior written notice at reasonable hours, and at any time in an emergency.
13.2 The Lessee shall not sublet, assign, or part with possession of the Premises or any part of them without the Lessor's prior written consent, which shall not be unreasonably withheld in the case of a transfer to an entity that controls, is controlled by, or is under common control with the Lessee, provided the Lessee remains liable and gives the Lessor prior written notice.
- STAMP DUTY AND REGISTRATION
14.1 The Parties acknowledge that this Deed extends the lease for a term exceeding one year, that section 107 of the Transfer of Property Act, 1882 requires such a lease to be made by a registered instrument, and that section 17(1)(d) of the Registration Act, 1908 makes it compulsorily registrable. The Parties shall present this Deed for registration before the Sub-Registrar having jurisdiction over the Premises within four (4) months of execution as required by section 23 of that Act, and shall attend in person or by duly constituted attorney with the identification, photographs, biometrics and authority documents required.
14.2 Stamp duty on this Deed shall be computed and paid under the stamp law in force in __________, on the rent reserved for the Renewed Term together with any premium and deposit element that the applicable article requires to be taken into account, before or at the time of execution. __________
14.3 The Parties acknowledge that if this Deed is not duly stamped and registered it will not be admissible in evidence to prove the extension of the lease or its terms, by reason of section 49 of the Registration Act, 1908, and that continued occupation would then fall to be governed by section 116 of the Transfer of Property Act, 1882 rather than by the terms recorded here. The Parties further record that the notice periods agreed in this Deed are intended to displace, for the Renewed Term, the default notice periods in section 106 of that Act, and that those defaults — fifteen days for a lease for any purpose other than manufacturing, and six months on a year-to-year footing for a lease for manufacturing purposes — would revive if this Deed is not registered or if the Lessee holds over after the Renewal Expiry Date.
- NOTICES
15.1 Every notice under this Deed shall be in writing and shall be delivered by hand against written acknowledgement, by registered post or speed post with acknowledgement due, or by reputed courier, to the address of the receiving Party stated above.
15.2 A Party may change its address or email for notices by giving the other seven (7) days' prior written notice.
- FORCE MAJEURE
16.1 Neither Party shall be liable for failure to perform an obligation (other than an obligation to pay a sum already accrued and due) caused by an event beyond its reasonable control, including flood, fire, earthquake, epidemic, riot, war, or an order of a government or statutory authority prohibiting use of the Premises. The affected Party shall notify the other promptly and shall use reasonable efforts to resume performance.
16.2 If such an event prevents use of the Premises for the permitted use for more than ninety (90) continuous days, either Party may terminate the lease on thirty (30) days' written notice.
- INDEMNITY AND LIABILITY
17.1 The Lessee shall indemnify the Lessor against claims, losses and costs arising from the Lessee's use or occupation of the Premises, its breach of this Deed or the Original Lease, or its non-compliance with law.
17.2 The Lessor shall indemnify the Lessee against claims, losses and costs arising from a defect in the Lessor's title or authority, or from the Lessor's breach of its covenants in this Deed or the Original Lease.
17.3 Neither Party shall be liable to the other for indirect or consequential loss, except in the case of fraud or wilful misconduct.
- CONFIDENTIALITY
18.1 Neither Party shall disclose the commercial terms of this Deed except to its professional advisers, auditors, lenders and group entities on a need-to-know basis, or as required by law, by a stock exchange, or for the purposes of stamping, registration and tax filings.
- DISPUTE RESOLUTION AND GOVERNING LAW
19.1 The Parties shall first attempt in good faith to resolve any dispute by discussion between their authorised representatives within thirty (30) days of written notice of the dispute.
19.2 __________
19.3 This Deed is governed by and shall be construed in accordance with the laws of India.
- GENERAL
20.1 This Deed, read with the Original Lease, constitutes the entire agreement between the Parties in respect of the Premises for the Renewed Term and supersedes all prior discussions and correspondence relating to the renewal.
20.2 No amendment to this Deed is effective unless made in writing, signed by both Parties and, where the law requires, duly stamped and registered.
20.3 If any provision of this Deed is held invalid or unenforceable, the remainder continues in force.
20.4 Failure or delay by a Party in enforcing a right is not a waiver of that right.
20.5 This Deed is executed in duplicate: the original bears full duty and is presented for registration, and the second copy is stamped as a counterpart or duplicate at the rate prescribed for counterparts by the stamp schedule in force in __________. One copy is to be retained by each Party after registration.
SCHEDULE I - THE PREMISES
Description and address: __________
Area: __________
Permitted use: __________
State in which the Premises are situated: __________
SCHEDULE II - CONDITION OF THE PREMISES AND HANDOVER BASELINE
This Schedule records the standard against which the condition of the Premises is to be judged on handover under clause 9.2.
__________
IN WITNESS WHEREOF the Parties have executed this Deed at __________ on __________.
SIGNED AND DELIVERED by the Lessor
__________
Signature: _______________________
SIGNED AND DELIVERED by the Lessee
__________
Signature: _______________________
WITNESSES
- Name: __________
Address: __________
Signature: _______________________
- Name: __________
Address: __________
Signature: _______________________