000082

MEMORANDUM OF UNDERSTANDING

BETWEEN

GOVERNMENT OF ANDHM PRADESH

AND

INFOSYS TECHNOLOGIES LIMITED

HYDERAFAD

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 000081

MEMORANDUM OF UNDERSTANDING

This ltemorandum of Unders-tanding (MOU) is entered into on this day,

may@ zool atnyderabad
q 3a l.-
+ By and Between

Th€ Govemor of Andhra Pradesh represented by Mr Shailendra Kumar Joshi,

IAS, Secretary, Information Technology and Communication department,
covernment of Andhm Pradesh (hereinafter referred to as "GoAP" which
expression shall unless repugnant to the context or meaning thereof be deemed
to mean and include its successors /representatives) of t}le First Patti

And

M/s Infosys Technologies l-imited, BangaloFe, a company incorporated

under the Companies Act 1956. having its registered office at Electronics city,
Hosur Road, Bangalore - 56t 229, represented by Binod H. R., Senior Vice
President -
Commercial & Facilities, hereinafter refened to as "Infosys" (which
expression shall, unless it be repugnant to the context or meaning thereot
include its successors and assignees) on the Second Part.

WHEREAS, coAP has announced an Information Technology Incentives Policy

through the ICT policy 2005-2010 through G.O.Ms.No.11, IT & C Department,
dated March 21, 2005 C'Igi Poliq/), pursuant to which Infosys, an IT Services
Company headquartered at Bangalore, has agreed to set up an IT facility in the
state of Andhra Pradesh to undertake activities such as soft\ /are development,
maintenance. consulung, business process outsourcing and related services
(hereinafter referred to as "Activities", and which Activities fall within the scope
of the lCT Policy) and for this purpose wishes to purchase/acquire cerbin land
under the terms of the ICT policyi and

Whereas, under a Memorandum of Understanding betweent GoiP and Infosys

dated March 27, 2006 C'the Existing MoU'), GoAP agreed to cause APIIC to sell a
ceftain plot of land measuring about 550 acres at Mamidipalli village and Kancha

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 '000080

Imarat village, near New International Airport, Ranga Reddy District, Andhra
Pradesh and more particularly described in a Schedule there under f'the
Identified Landl; and

Whereas, under the MoU, 150 acres of the ldentified Land was to be allotted in
Phase I upon execution of the Existing MoU and the balance 400 acres in Phase
2 to be handed over within 3 months of execution of the Existing MotJ; and

Whereas vide allotment letter No. 7033/ PM (1PU)/APIIC/2006 dated November

27, 2006, 55O acres of the Identified Land was sought to be allotted by Andhra
Pradesh Industrial Infrastructure Corpomtion Umited CAPIIC') on behalf of
GoAP to Infosys; and

Whereas it was subsequenuy discovered by GoAP that there already evjsted an

MOU between GoAP and IMG Academies Bharata Private Umited ("IMG') for
allotment of 450 acres of the ldentified land ; and

Whereas, on November 20, 2006, the Governor of Andhra Pradesh promulgated

Ordinance llo. 12 of 2006, the Andhra Pmdesh Government Property
(Preservatjon, Protection and Resumption) Ordinance, 2006, the said transaction
with IMG described above including the sale deed connected therewith was
sought to be annulled from the date on which they were entered into or
executed: and

Whereas, subsequendy, IMG filed a petition in the High Court of Judicature of

Andhra Pradesh at Hyderabad, W.P.M.P. No. 31696 of 2006, under Section 151
of the cPc praying that the State of Andhra Pradesh be directed not to alienate
or allot or create any third party rights over, inter alia, the land covered in the
said Ordinance including the Identified Land;and

Whereas, on November 29, 2006, the High Court of Andhra Pradesh directed
that status quo in respect of the land in question be maintained which would
necessarily mean that the possession of the propeay would remain with the
state of Andhra Pradesh and no charge of any time could be created over it; and

Whereas, inter alia, due to the reasons described above, there have been delays
in handing over the Identified Land to Infosys and the GoAP has been unable to
allov hand over the Identified [3nd to Infosys to date; and

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Whereas, the GoAP has offered to make available ceftain land measuring
approximately 448 acres in survey number so(part) 5f,54,49, 48, 44, 4'(paft)
as bit A and 41(part) 36(part) as bit B, located near the Singapore Township in
Pocharam Village, Ghateshwar lvlandal, Ranga Reddy District as more fully
described in the Schedule attached hereto and hereinafter referred to as "Land/
Plof'; and

Whereas, Infosys is willing to set up an IT/ITES Special Economic Zone (SEZ) in

the l-ind/ Piot and for this purpose wishes to purchase/ acquire the Land/ plot
under the terms of the ICT Policy and on the terms and conditions contnined
herein; and
Whereas Infosys plans to invest Rs. 400 Crores in the first phase of the project
within 3 years, and invest another Rs. 300 Crores in the second and third
phases of the project; Infosys will generdte employment for 25,000 software
engineers over a period of 10 years in Hyderabad; and Infosys is desirous of
having adequate land for further expansion;

AND WHEREAS THE GoAP has agreed to make availabte the plov Land, facilitate
other requisite support & appromls from Govemment of India (Ministry of
Commerce, Minisby of Finance and Ministy of Environment & Forest ek.,) and
covernment of Andhra Pradesh to Infosys to setup an IT SEZ in accordance with
the SEZ Rules at the PloV Land,

In ac@rdance with the basic understanding as stated above, GoAp & Infosys
agree to undertake the following responsibiliues.

Now this MOU therefore witnesseth as follows:

1. GoAP agrees to cause APIIC to allot land measuring approximately

448 acres at Pocharam Village, Ghateshwar Mandal, Ranga Reddy
District near Singapore Township, which has been identjfied by Infosys
[in the Schedule attached hereto], hereinafter refened to ;s .plov
Land". The PloV Land will be handed over on or before June 15, 2007.

2. GoAP has agreed to a price of Rs. 12.00 lakhs (RupeEs Twelve lakhs
only) per acre for the entire of 448 acres of Land identified by Infosys
without any extra charges such as sbmp duty charges, transfer fee,
and registrauon charges.

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3. The 448 acres of Land identified by APIIC and Infosys, will be fenced
by APIIC as per specifications of Infosys and handed over. The cost of
fencing will be borne by Infosys.

coAP also agrees to cause APIIC to allot the Land in accordance with
ib procedures.

5. After receiving the allotment letter and a demand note from APIIq
Infosys will make payment as per the terms of payment mutually
agreed upon in the allotment letter before taking possession of the
Land.

The GoAP shall facilitate and coordinate the followinq activiues at'rts
own cost:

> Provide 6 lane high quality road access up to the site from Uppal
Junction.,
> Multiple access and enuy to the Land from Hyderabad - Warangal
-highway.
> Local train facilities by creating a local slation near the Land (a
railway track already exists 300 mvs away from the tand).
> Complete the layout planning and all formalities for forwarding
Infosys SEZ application

7. The GoAP at iB cost will co-ordinate to ensure drinking water supply of

adequate quantity upto the periphery of the Land. The,necessary
costs for tapping of water from just outside the Land to the specific
locauon inside the Land are to be borne by Infosys.

8. The GoAP at its cost will co-ordinate to make available reouislte

quantity and quality power of 33KV/11Kr' up to the [and. Infosys will
install its sub Station inside ils Land for receiving power and sign an
agreement with the Andhrd Pradesh Transmission C.orporation
(APTRANSCO) for supply and consumption of Flectricity by following
due procedures. The necessary cosE for tapping rof electricity from
just outside the Land to the specific locauon inside the knd are to be
borne by Infosys,

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9. to ensure facilitles for temporary and adequate

GoAP will co-ordinate
water supply and for power supply of approx. 250 KVA to Infosys
within 6 months from the date of handing over possession of the Land
for starting the construction. The expenditure for bpping of power
from just oubide the land to the specific location inside the land is to
be borne by Infosys.

10. Action by various Govt. Depaftments will be coordinated by APIIC to

provide necessary infrastructure facilities such as Fire Station.
Telephone Exchange, Police Station, Bus Station, Metro Statlon,
Canteen and Banks as per the over all development plan of the area.

11 coAP will ensure that there are surficient public transport facilities,
which IT personnel may avail of to tmvel to and from the Infosys
Campus at the [and. GoAP will co-ordinate to include this area to
have access to the proposed METRO Rail network.

t2. Infosys will pay the water charges, elecficity charges, other levies as
demanded by the authorities from time to time subject to availing of
facilities/utilities provided by the authorities.

13. Infosys shall make its own sewerage treatment arrangemert inside its
L,and and discharge the non-toxic effluent to the common drainage
system to be provided by the GoAP. The toxic effluent, if any, will be
treated by Infosys at the source before discharging into the
sewerage system,

14. Infosys shall use the Lnnd for the purpose of setting up of computer
soflJvare development centre/ITEs and other IT related activities
permissible under the law. Infosys is allowed to use the Land for
erectinq the power blocks, air conditioning plants, water treatment
plants, seh,age treatment planE, training cenbes, R&D centres,
employee care and recreation facilities. hostel blocks, food courts and
canteens, patking lots, data transmission towers, signages etc. for the
use of and incidental to carrying out of th€ lT/software development
and ITES activities.

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 0b0016

The GoAP will, in order to co-ordinate with all concerned departments,

designate APIIC (hereinafter referred to as "Nodal Agency') as the
Nodil egency to function as a' single window for the purpose of
faciliBting and assisting Inforys in obtaining all necessary clearances
and apprivals for implementation of the project. The GoAP shall
ensure ihe issuance of necessary orders/notifications within 15 days
designating the Nodal officer.

The GoAP confirms that the exempuons, incentives, facilities as per

G.O.Ms.No.11, dtd. 21.03.2005 from IT&C Department will be
applicabfe to Infosys, excePt "employment linked rebate on the
@9t Of Land."

L7. Subject to Clearances from concerned authorities of GoAP and Govt of

India on SEZ notification. Infosys shall ensure that the proposed
camous on the land will become operational latest by end of the year
2008. In case Infosvs fails to comply with this and the above terms
and conditions mentioned herein. the G.overnment is at liberty to
cancel tre lnnd allotted and iesume the same to the extent of
unused/undeveloped Land. after gMng reasonable opportunity to
Infosys.

18. This MoU shall remain in force for a period of 10 years from the date
of execution unless such term is otended by the mutual consent of
the Darties hereto.

19. Any dispute arising out of this MoU shall be refened to arbitrdtion in
accordance with the Arbitration & Conciliation AcL 1996 and the Rules
of the Indian @uncil of Arb'ltration shall apply to such arbitration and
the seat of arbitration shall be Hyderabad.

IN WfiNEsS WHEREOF the parties hereto have subscribed their respective

hands he day, month and year first herein above written.

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 0000?5

For and on behalf of the In the presence of:

Govemment of Andhra Pradesh

',
6HAtLa,,an0
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"/Wtt>.",
*4',vY\'".a

(Mr SqiE(h Kumar Joshi, IAS)

ffi*,u
S€cr€tary, IT & C Departnent
GOVERNMENT OF ANDHM PRADESH
Scctctart io Covcfid|eol
lnfornation l cchnology &
CoDrouoications Dcparlmcqt
?hh,
'ktln \lls+*' Ift''-
l.P. Sccrctariat, tlydcraba&
tur and on behalf of
M/s. Infosys Technologies Ltd
tosys Teohnoiogies Ltd.

Mr, Binod HR)AU!hoiised stgn€tory

Senior Vice Pt€sident - Commercial and Facilities
M/s TNFOSYS TECHNOLOGTES LTD. 2)
BANGALORE
D . Cru"*t'"

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 000s71

schedule to the Memorandum of understa,ndino dated.90-05-2007

All of the fr€ehold land/plot located at Pocharam Village, Ghateshwar

Mandat, Ranga Reddy, Dirbict near SingaPorc Township, Andhra
Pradesh ad-measuring about 448 (Four Hundr€d and Forty Eight )
a€res carved out by APUC, and accePtable to M/s Infosys.

ff;r,
Seq€tary b Govemment
IT & C Department
S€drntrt 1o CovorDllelrt
fDformatioo TgchDology &
Comrau!ication!. Dcparlmeat
l.P. Scorctaria({ Itf dcrabad,

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