AGREEMENT
THIS
AGREEMENT is
made on this 29th day of January
2008 (‘Agreement Date’)
BETWEEN
Shri Abdul Aziz SK. Mehboob
an Indian Inhabitant of Mumbai presently residing at R.A.K. Road,
Mulla Panwala, New Pratap Nagar, Wadala, Mumbai 400 037
(hereinafter referred to as the ‘Permit
Holder’ which expression shall unless it be repugnant to the context or meaning
thereof shall always mean and include his heirs, executors, and administrators)
of the ONE PART:
AND
V-LINK TAXIS PVT. LTD., a company incorporated
under the provisions of the Companies Act, 1956 having its registered office at
283/2243, Motilal Nagar, Off Link Road, (hereinafter referred to as the
‘Company’, which expression shall unless it be repugnant to the context or
meaning thereof shall always mean and include its successors and assigns) of
the OTHER part;
WHEREAS:
A.
The Government of Maharashtra, India (‘GOM’) is keen to implement
a project entitled ‘Mumbai Fleet Taxi Service Scheme, 2006’ which envisages the
up-gradation and replacement of current hand hailed taxi system by ‘Fleet Taxi
System’ (the ‘Project’)
B.
The Company has obtained the approval of GOM to implement and
operate the Project, in the first phase involving replacement of 10,000
existing taxis in Mumbai.
C.
The Permit Holder is the sole owner of the small taxi permit no.
P.C.O.P. No. ___11712/89/C issued by the Secretary, Regional transport
Authority, Mumbai issued to him on ____________________________ (‘Permit’). A copy of the Permit is annexed hereto and
marked Schedule A:
D.
The Permit Holder is desirous of granting permission to the
Company to use the permit on a vehicle owned or to be owned by the Company and
/ or any other person, nominated by the Company to enable the company to
co-ordinate and conduct the business of operation of Fleet Taxi Service, on the
basis of the permit so provided by the permit holder. Likewise, the Company is desirous of covering
a vehicle owned by the Company or by any of its nominee under the permit, and
E.
The Parties are desirous of entering into this Agreement to govern
the relationship of the Parties in order to ensure smooth and successful
implementation of the Project, in the spirit of mutual confidence, trust and
co-operation, as appearing hereinafter.
NOW THEREFORE, IN CONSIDERATION OF THE
FOREGOING AND THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN AND OTHER GOOD
AND VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES INTENDING TO BE BOUND LEGALLY, AGREE AS FOLLOWS:
1. DEFINITIONS
1.1 In this
Agreement (including the recitals and the annexure hereto), the following terms
to be extent not inconsistent with the context thereof, shall have the meaning
as defined below:
(a) “Act” shall
mean the Motor Vehicles Act, 1988 read with Motor Vehicle Rules, 1989 as amended
from time to time.
(b) “Affiliate”
of a Party shall mean in the case of any Party other than a natural person, any
other person that, either directly or indirectly through one or more
intermediate person controls, is controlled by or is under common with such
Parts:
(c) “Agreement”
or “the Agreement” or “this Agreement” shall mean this Agreement as from time
to time amended, supplemented or replaced or otherwise modified and any
document, which amends, supplements, replaces or otherwise modifies this Agreement
in accordance with the provisions of this Agreement, together with the annexure
attached hereto:
(d) “Effective
Date” shall mean the date on which the authorities under the Act and the Scheme (as defined below) has granted all
necessary permissions/sanctions/licenses for the usage of the Permit by the
Company.
(e) “Execution
Date” shall mean the date on which the Permit Holder shall provide the Company
all documents in general as listed under Clause 4.2 mentioned below, including
but not limited to the original Vehicle Replacement Order from RTO.
(f) “Party”
shall mean Permit Holder or the Company, referred to individually and “Parties”
shall mean the Permit Holder and the company referred to collectively;
(g) “person”
shall mean an individual, a corporation, a partnership, a joint venture, a
trust or unincorporated organization, a joint stock company or other similar
organization or any other legal entity:
(h) “Representation”
shall mean representations of the Permit Holder as specified in Clause 8 of
this Agreement.
(i) “Scheme”
shall mean Fleet Taxi Service Scheme, 2006 framed under the Act as amended from
time to time: and
(j) “Term” shall
mean a period of 20 years commencing from the Effective Date, and the
period pursuant to a renewal of this Agreement in accordance with the terms
hereof.
1.1.1
Interpretation
1.2.1 The terms referred to in this Agreement
shall, unless defined otherwise herein or inconsistent with the context or
meaning thereof, bear the meaning ascribed to it under the relevant statue /
legislation.
1.2.2 Words denoting the singular shall include
the plural and words denoting any gender shall include all genders.
1.2.3 Headings to
clauses, sub-clauses and paragraphs are for information only and shall not form
part of the operative provisions of this Agreement or the annexure hereto and
shall be ignored in construing the same.
1.2.4 The terms “hereof” hereto” and
derivate or similar words refer to this entire Agreement or specified Clauses
of this Agreement, as the case may be.
2. APPROVALS
The rights
and obligations of the Parties under this Agreement relating to the use of the
Permit are subject to receipt of necessary approvals from the governmental
/regulatory authorities under the Act and the Scheme and shall be effective and
binding from the Effective Date. All
other rights, obligations, undertakings, Representations of the Parties as
specified in this Agreement shall be effective and binding from the Agreement
Date.
3 PERMISSION
3.1
The Permit Holder
declares that he is the sole and absolute owner of the Permit and hereby
expressly, unconditionally and irrevocably grants to the Company a right to use
the Permit for the Term and on the terms and conditions contained herein.
3.2 The
Permit Holder hereby agrees and acknowledges that the Company has and shall
continue to have an unfettered right to use the Permit in the manner the
Company deems fit for its benefits and interests.
3.3 The Permit Holder agrees and
acknowledges that the Company may at its sole discretion use/apply the Permit
on a vehicle owned / taken on lease by the Company and/or any other person
nominated by the Company, to enable the Company to co-ordinate and conduct the
business of operation of fleet taxi system on the basis of the Permit. The Permit Holder further agrees executors
and administrators agree and undertake to allow, ratify and confirm all and
whatsoever the Company shall lawfully do or cause to be done in or about the
premises herein contained.
4.
DOCUMENTS
4.1 On the Agreement Date the Permit Holder
shall provide the company the following
documents:
1.
Copy of
permit
2.
Copy of
acceptable address and photograph of Permit Holder
3.
Copy of
R.C.. Book, Insurance, Fitness Certificate and Tax Paid Challan of the taxi on
which the
permit is presently existing (‘Taxi’)
4.
Details of
Permit and Taxi
5.
Copies of
the documents relating to insurance
6.
Such other
documents as the Company may specify
4.2 The Permit Holder
shall provide the following original documents to the company , within
seven days of receiving a notice from
the Company for the same:
1.
Original
Permit
2.
Original
R.C. Book, Insurance, Fitness Certificate and Tax Paid Challan of the Taxi
3.
Original
documents relating to cancellation of Registration Certificate from the Mumbai
RTO
4.
Original
vehicle Replacement Order Form from Mumbai RTO
5.
Signed
Copies by the Permit Holder for Cancellation of Registration of Taxi, Form M.V.
Rep. A, Form B.T.I, delivery note, Form 34, Form 35, Form 29 and Form 30
6.
Undertaking
for being available at the time of Registration of Company Taxi. The date and
time for being available for registration of the Company taxi shall be
indicated by the Company
7.
Such other
documents as the Company may specify
4.3 The Permit Holder shall on or after the
Effective Date, be present at the
offices of the authorities at the
request of the Company, for the purpose obtaining registration of the permit on
a new taxi and shall execute all such documents as the company requests and as
are necessary to obtain registration of the permit on a new taxi.
4.4 The Permit Holder hereby agrees to
provide such other documents and render such assistance to the Company as may
be requested by the ompany from time to time .
5. UNDERTAKINGS / OBLIGATIONS OF THE
PERMIT HOLDER
The Permit Holder here by undertakes
to the Company that he:
a.
Shall not in
any manner whatsoever circumvent or otherwise frustrate the intent of this
Agreement;
b.
Shall not
act in any manner prejudicial and contrary to the interest of the Company;
c.
Shall keep
valid and effective the Permit during the Term and shall pay the required
yearly validation charges (‘Charges’) for the Permit and shall take all such
steps as may be necessary to enable the Company to use the Permit as
contemplated herein and shall not take any step(s) that to cancellation or
suspension or revocation of the Permit. In the event Permit Holder fails to pay
the Charges, the Company, shall have the right to pay the same and recover such
payments from the Permit Holder;
d.
Shall, at
the request of the Company, obtain cancellation of registration of the Taxi and
shall perform all such acts, execute and file all such documents as are
necessary to grant the company a right to use the Permit in relation to any
other taxi/vehicle.
e.
Shall not act
in any manner which will lead to or cause the cancellation or suspension or
revocation of the Permit; and
f.
Shall
execute all further documents and agreements, writings and form as may
reasonably be required by the Company for the use of the Permit and to give
effect to the terms of this Agreement in letter and spirit the Permit Holder
shall also extend full co-operation to enable the company to apply and use the
permit.
6 CONSIDERATION
6.1
In
consideration of the Permit Holder granting the right to use the Permit to the
Company and in consideration of the Permit Holder agreeing to perform various
obligation / undertakings and the Representation, the Company shall pay certain
amounts to the Permit Holder in the manner and as specified in the Schedule B
here to.
6.2
In the event
of renewal(s) of the Agreement pursuant to clause 10, the parties agree that
the Company shall pay to the Permit Holder as consideration, the amount(s)
specified in schedule B for a renewal of a further period of 20 years.
6.3
Notwithstanding
anything to the contrary contained in this Agreement, in the event the
Taxi/Permit has been hypothecated to a bank/financial institutions by paying
them whole or a part of the amount due and payable by the Permit Holder and
such sum paid by the Company under Clauses 6.1 to the Permit Holder.
7 REFUND
In the event the approvals as
specified in Clause 2 of this Agreement are not granted or delayed by the concerned authorities for
any reason whatsoever or in the event
of breach of any of the
obligations by the Permit Holder the Permit Holder shall, forthwith , on a demand raised by the Company, refund
the entire amount paid by the Company to the Permit Holder together with
interest calculated at the rate of 18% per annum from the date of payment of the amount to the date
of refund.
In the event the Permit Holder
fails to refund the money as specified above, the Company shall be free to take, at the cost of
the Permit Holder, any legal action that it may deem fit to recover its amounts
due to it by the Permit Holder.
8 REPRESENTATIONS
8.1 The Permit Holder hereby
represents to the Company that :
a. the Taxi/Permit is free from
any encumbrances whatsoever
b. he is competent and free top
enter into this Agreement;
c. he is not under any
disability, restriction, or prohibition, contractual or otherwise which may prevent the Permit Holder from
implementing any terms of this Agreement.
d. he has not entered into and shall not enter
into any Agreement which might conflict with this Agreement and has not created
any third party rights or encumbrance on or
in respect of the permit;
e. he shall not commit any act which might
prejudice or damage the reputation of the
Company or which might inhibit, restrict or interfere with the
successful Of the rights by company at any time; and
F he has complied with and shall
comply with and shall not act in any manner contrary to the provisions of the Act and all
applicable laws, rules and regulations relating to this Agreement.
8.2 The Permit Holder agrees and acknowledges
that Company is entering into this Agreement based on the above mentioned
representations.
9 IRREVOCABLE AUTHORITY
The Permit Holder hereby
nominates, constitutes and appoints the company to be his true and lawful Attorney for him, to act in
his name and on his behalf to represent him
before all governmental and regulatory authorities, to attend and to
otherwise act for him in all matters connected
with the Permit and/or sale of the Taxi and/or repayment of loan and to sign and execute all
documents, Agreements, writings forms etc
relating to the Permit to all intents and purposes as the Permit Holder
himself could do or have done in his own proper person,
if this Agreement had not been executed. The
Permit Holder further agrees that all acts, deeds and things lawfully done by
the Company, pursuant to the powers
herein contained, shall be construed as acts, deeds and things have done by the
Permit Holder.
10 RENEWAL
Subject to Clause 6.2, at
the end of the ___20_ years from the Effective Date (“Renewal Date”) the
Company shall have the option, at its sole discretion to renew this Agreement
for 1 (one) further period of 20____ years and to use the Permit on the
same terms and conditions contained in this Agreement, and any such renewal by
the Company shall be binding on the Permit Holder. Provided, in relation to the duration of the
renewal, the Company may exercise its right of renewal at the Renewal date and
/ or at the end of the extended term for the remaining period, if any.
11. CONFIDENTIALITY
The Parties recognize that
each of them will be given and have access to confidential and proprietary
information of the other Party. The
Parties undertake not to use any of such confidential information for their own
purposes without the prior written consent of the Party owning such information
and shall use their best efforts to keep confidential and not to disclose to
any person any of the other Party’s confidential and proprietary
information. The provisions of this
clause shall survive the termination of this Agreement.
12. INDEMNITY
The Permit Holder hereby
indemnifies and agrees to keep indemnified the Company, it’s successors and
assigns, estate and effects, directors, officers and employees and their heirs,
executors and assigns harmless against all losses/damages arising due to i) any
inaccuracy in the representations or ii) breach of any of the obligation under
this Agreement or iii) any loan obtained by the permit holder in which the
Permit or the taxi has been offered as a security. The provisions of this Clause shall survive the
termination of this Agreement.
13. TERMINATION AND CONSEQUENCES
If due to occurrence of any
circumstances that are not directly attributable to the fault of the Company,
the Company is unable to carry on the business and use the Permit as envisaged
under this Agreement, the Company shall have a right to terminate this
Agreement by giving a least _____________
days written a notice of ___________to the Permit Holder or make such other
alternate arrangements as may be permissible under the Scheme and the Act and recover damages from the
Permit Holder for the loss suffered by it.
14. ARBITRATION
The disputes arising out of
or relating to this Agreement shall be resolved by arbitration in
accordance with the provisions of Indian Arbitration and Conciliation
Act, 1996. Permit Holder shall be
entitled to appoint one arbitrator and the Company shall be entitled to appoint
one arbitrator. The two appointed
arbitrators shall jointly appoint the presiding arbitrator.
15. NOTICES
Any notice provided for in
this Agreement shall be in writing and shall be first transmitted by facsimile
transmission, and then confirmed by postage, prepaid registered post with
acknowledgement due or by internationally recognized courier service, in the
manner, as elected by the Party giving such notice.
(a) In the case
of notices to the Permit Holder
Address: As
specified above
Facsimile
For attention of
(b) In the case
of notices to the Company:
Address: As
specified above
Facsimile
For
attention of
15.2 Any party may, from time to
time, change its address of representative for receipt of notices__________ for
in this Agreement by giving to all the other Parties not less than ten (10)
days prior written notice.
16. MISCELLANEOUS PROVISIONS
16.1 Amendments and Waiver
No modification or
amendment to this Agreement and no waiver of any of the terms or conditions
hereof shall be valid or binding unless made in writing and duly executed by
both parties. None of terms of this Agreement shall be deemed to have been
waived or altered, unless such waiver alternation is in writing and is signed
by the waiving party.
16.2 Entirety
This Agreement is the
entire Agreement recording the broad understanding reached between Parties in
respect of the subject matter of this Agreement and supersedes and cancels all prior
communications, representations, warranties and agreements whether oral or
written.
16.3 Relationship
None of the provisions
of this Agreement shall be deemed to constitute a partnership between Parties
hereto and no party shall have any authority to bind or shall be deemed to be
the agent of other in any way.
16.4 Governing law and jurisdiction
This Agreement shall be
governed and construed in accordance with the laws of India. The courts competent jurisdiction in Mumbai
shall have exclusive jurisdiction to resolve all matters/disputes relating to
or arising out this Agreement.
16.5 Costs
Each party shall bear
its own expenses incurred in preparing and executing this Agreement.
16.6 Assignment
The Company shall not be
entitled to assign the benefit of this Agreement or any part thereof with the
prior written consent of the permit holder which shall not be unreasonably
withheld in the case any reputed
corporate group of equal or greater standing than the Company and who agrees
to and become a party
herein. Provided however that no such
consent shall be required in the case of assignment in favour of the Affiliate.
Permit holder shall not be entitled to assign this Agreement in favour of any
such person.
16.7 Binding Effect on Successors
and Legal Heirs
Notwithstanding
anything contained herein the permit holder agrees and acknowledged that
Agreement and/or any other instrument (s) executed by the permit holder
concerning any matters hereof shall be binding on each of his successors and
legal heirs whether pursuant to applicable law,
will of the permit holder or otherwise.
IN WITNESS
WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE HANDS TO THESE PRESENTS ON THE
DAY, MONTH AND YEAR HEREINAFTER WRITTEN:
SIGNED
AND DELIVERED )
BY
THE WITHINNAMED “permit holder” )
)
Abdul
Aziz Mehboob )
BY
THE HAND OF )
ON
THE 29th DAY OF January 2008 )
IN THE PRESENCE OF )
WITNESS )
NAME
AND ADDRESS )
SIGNED AND DELIVERED )
BY THE
WITHINNAMED “Company” )
V-Link
Taxis Pvt. Ltd
BY THE HAND OF
PURSUANT
TO THE
RESOLUTION
PASSED BY THE BOARD OF DIRECTORS OF
THE COMPANY ON ________________
ON THE _________ DAY OF ________ 20
IN THE PRESENCE OF
WITNESS
NAME AND ADDRESS
SCEDULE B
|
i
|
Agreement period
|
20 years
|
|
ii)
|
Effective date of agreement
|
29/1/2008
|
|
iii)
|
Expiry date of agreement
|
28/1/2028
|
|
iv)
|
Total consideration
|
Rs. 105000/-
|
|
STEPS /
DOCUMENTS
|
DATE
|
CHEQUE/RECEIPT
NNO.
|
AMOUNT
|
SIGNATURE
|
|
On the
Agreement date subject to receipt of the documents and performance of
obligations as set out in Clause 4.1
|
|
|
Rs. 1000/-
|
|
|
On
Execution Date subject to performance of obligations as set out in Clause 5
of the Agreement
|
|
|
Rs.
78,200/-
Rs.
1,000/-
|
|
|
On
effective date subject to performance of obligations as set out in Clause 5
of the Agreement
|
|
|
Rs.
1,000/-
Rs.
23,800/-
|
|
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