LEGAL NOTICE

(THROUGH EMAIL/ SPEED POST)

Ref. No.- CPS/N/201/2021-21 Date:___.07.2021

To,

1. M/s. Brightstar Restaurants Pvt. Ltd. (Noticee No.1)

Registered Office
SF 15 & 16, Second Floor,
Pacific Mall, Delhi Najafgarh Road,
Khyala Delhi,West Delhi-110018
E: info@carlsjr.in
T: 011-40158799

Corporate Office
MM Towers, 6th Floor,
Plot No. 8-9, Udyog Vihar - 4,
Gurugram - 122002, Haryana

2. Mr. Subrata Gorai (Noticee No.2)

Authorized Signatory
Chief Business Officer
M/s. Brightstar Restaurants Pvt. Ltd.
E: subrata@carlsjr.in
M: +91-7042698800

Registered Office
SF 15 & 16, Second Floor,
Pacific Mall, Delhi Najafgarh Road,
Khyala Delhi,West Delhi-110018
E: info@carlsjr.in
T: 011-40158799

E-78, LGF, East of Kailash, New Delhi, 110065

Tel: 01143161061,01143161062 / E-Mail:info@cpslegal.in
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Corporate Office
MM Towers, 6th Floor,
Plot No. 8-9, Udyog Vihar - 4,
Gurugram - 122002, Haryana

(hereinafter, the Noticee No.1 and Noticee No.2 shall collectively

be referred to as the “Noticees”)

Dear Sir,
We act for and on behalf of our Client, M/s. Gaursons Hi-Tech
Infrastructure Pvt. Ltd, having its Registered Office at 51, Babar
Road, New Delhi-110001 and Corporate Office at Gaur Biz Park, Plot
No-01, Abhay Khand-IL, Indirapuram, Ghaziabad-201010, Uttar
Pradesh, India, (hereinafter referred to as "our Client") and on the
instructions of our Client, serve upon you the following legal notice:

1. That, our Client is a body corporate, engaged in the business of

construction and development of real estate project comprising of
prestigious projects in residential, commercial and retail
properties located in the areas of Delhi, National Capital Region,
and Uttar Pradesh. Our Client has developed and is running a
shopping mall in the name and style of "Gaur City Mall",
situated at Plot No-C1B/GH-O1, Sector-4, Greater Noida (West),
Greater Noida-201308, Uttar Pradesh(hereinafter referred to as
"The Mall").

2. That you, the Noticee No.1, are a private limited company

incorporated under the Companies Act, 1956, bearing CIN-
U55204DL2010PTC199357, engaged in the business of
restaurants, canteens etc. and carrying on your business
activities under the name and style of "Carl’s Jr.". You, the

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Noticee No.2,arethe authorized representative and Chief Business

Officer of Noticee No.1 and are responsible for the running of
operations, payment of liability and conduct of daily
affairs/business of Noticee No.1.

3. That in the year 2018, you, the Noticee No.1,desirous of leasing a

space in the Mall for setting up/ running/ managing/operating
business of an American Burger Chain under the brand name
and style "Carl’s Jr.", had approached our Client. Pursuant to
the discussions between the parties a Letter of Intent (hereinafter
as "LoI") dated 11.12.2018 was signed and executed. However,
you never honored the mutually agreed terms of the said LoI and
acted in a complete unprofessional and negligent manner.

4. That you the Noticee No.1 despite repeated reminders defaulted

in performance of your obligations as per said LoI, delayed taking
over the possession of the allotted premises for fit-out work and
even failed to sign the Agreement to Lease within the stipulated
time period. Hence, it was in these circumstances, our Client was
forced to terminate the LoI dated 11.12.2018 vide a cancellation
letter dated 18.10.2019, addressed to you.

5. Thereafter, you, the above named Noticee No.1, again approached

our Client in the year 2019 and expressed your intention to lease
a suitable premise in the Mall forsetting up/ running/
managing/operating business under the brand name and style
"Carl’s Jr.". Our Client, believing your false assurances towards
timely adherence of terms and conditions of lease, agreed to
execute a fresh Letter of Intent dated 23.12.2019 and an

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agreement to lease dated 23.12.2019(hereinafter referred to as

"ATL").

6. That as per the ATL executed between you the Noticees and our
Client, the shop no. TF/S/01&02 with a covered area of 2,098
sq.ft. and chargeable area of 3,504 sq.ft. on the Third Floor of the
Mall was agreed to be leased out to you (hereinafter referred to as
the "Leased Premises").

7. That thereafter our Client completed its scope of work at the

Leased Premises and issued a handover letter dated 01.01.2020
to you the Noticees, marking the commencement of the fit-out
period of 60 days. Wherein, you were handed over the Leased
Premises and granted permission to carry out fit-out work
(interior and furniture work) in order to make the Leased
Premises ready for business operations. You were fully aware that
the duration of the fit-outs period was 60 days from taking
handover i.e. starting from 01.01.2020 and expiring on
01.03.2020 (as per the mutually agreed terms of ATL). You the
Noticees commenced the work for fit-outs at the Leased Premises
from the date of handover.

8. That in terms of the ATL,the date of handover of the Leased

Premises (i.e. 01.01.2020) to you, the Noticees, was to be treated
as the "Lease Commencement Date" and the date of
commencement of the commercial operations by you, the
Noticees, or the date of expiry of the fit-out period (whichever is
earlier) was to be treated as the "Lease Rent Commencement
Date". It is well within your knowledge that the fit-out period
expired on 29.02.2020 and till date no commercial operations has

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been started by you the Noticees. It in these circumstances, the

rent payable started to accrue on the Leased Premises from the
month of March, 2020 and is subsisting till date.

9. That since the handover of the Leased Premises to you in the

month of January 2020 for the purpose of fit-outs, you the
Noticees, again failed to adhere to the mutually agreed terms of
the ATL. Since the on-set of the fit-out period, you, the Noticees,
failed to deploy sufficient labour at the site for timely completion
of the fit-out work within the stipulated time of 60 days. Our
Client, closely monitoring the progress of the work at the Leased
Premises, kept on issuing reminders to you the Noticees for
expediting the work but the same was completely ignored by you,
the Noticees, on one pretext or the other.

10. That since the expiry of the fit-out period on 29.02.2020 there
was no labour movement at the Leased Premises, the fit-out work
was at a total standstill and to the utter shock of our Client the
Leased Premises was far from ready for any commercial
operation. You, the above named Noticees, since day one of the
handover of the Leased Premises for fit-outs have acted
completely on your whims and fancies and have ignored the
earnest requests of our Client for timely completion of fit-out
work at the Leased Premises.

11. That our Client had expressly communicated to you in the month
of March, 2020 about the expiry of your rent free fit-out period on
29.02.2020 and accrual of monthly rent thereafter. Vide its letter
dated 12.03.2020, our Client specifically advised to you, the
Noticees, to speed up the fit-out work and start the business

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operations at the earliest and also advised to remit double the

rent for each day of delay as per clause 7.11 of the ATL treating
the said communication as 15 days’ notice as stipulated in the
said clause for rectifying your defaults in not paying the lease
rentals as per the agreed terms. TheClause 7.11 of the ATL is
reproduced herein below:

"7.11 In the event the Second Party does not commence its commercial
operations on completion of the Fit-out Period, the First Party may give a 15
(Fifteen) days written notice to the Second Party rectify the default. In such a
scenario, the Second Party shall be liable to remit double the Lease Rent as
agreed herein for each day of delay, to the First Party. However, in the event the
Second Party despite passage of a further 30 (Thirty) days, still fails to rectify
the default, the First Party may in its sole discretion terminate this Agreement
and forfeit all amounts paid by the Second Party till such time. Further in the
event of such termination, the Second Party shall be liable to pay as liquidated
damages the entire Lease Rent along with CAM (Common Area Maintenance)
Charges and all other charges for the Lock-in Period to the First Party."

12. That despite the aforesaid communication, you,the Noticees,

continued to delay the completion of the fit-out work at the
Leased Premisesleading todelay in commencement of your
business operations, which in turn caused losses to our Client.
Despite being granted repeated opportunities to complete the fit-
out works, you, the Noticees,willfully defaulted to do the same.
Thereafter a national lockdown commencing from 25.03.2020
was announced and the business of our Client suffered manifolds
due to the same. However, when the functioning of nationaltrade
and commerce resumed from June, 2020, our Client left no stone
unturned in ensuring safe and secure re-opening and functioning
of the Mall premises, thus facilitating you, the Noticees, to

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complete the fit-out work of the Leased Premises without any

further delay.

13. That you, the Noticees, instead of utilizing the fresh opportunity
for speedy completion of the fit-out work to get the Leased
Premises ready for commercial functioning, again started delaying
the same on the pretext of commercial re-negotiation ultra vires
the agreed terms of ATL. Our Client, vide its letter dated
02.07.2020, expressly communicated to you the impracticality of
the commercial re-negotiations as proposed by you and the non-
acceptance of the same. Our Client further requested you to
remove your fittings from the Leased Premises and handover the
same in raw bare shell condition.

14. That you, the Noticees, again made several requests for granting
of time for completion of the fit-out works at the Leased Premises
and starting of commercial operations thereafter. Our Client
sympathetically acceded to said requests and did not take any
coercive action against you, the Noticee, however it had been
already clarified that such extension shall be on the behest of
you the Noticee making the monthly rental and ancillary
payments to our Client. Moreover, Our Client granted 24*7-work
permit at the Mall to all its lessees including you, the above
named Noticees, for uninterrupted work completion.

15. That a total of one year since the handover of the Leased
Premises elapsed on 01.01.2021 and yet you, the Noticees, had
not deployed labor at the Leased Premises for completing the fit-
out work. Our Client constantly followed up the progress at the
site from you the Noticees and requested for a timeline for

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completion of the work. However, you, the Noticees, deliberately

delayed the work and did not propose any fixed time-line for
completion of fit-out work.

16. That as on date a total of 1.5 years has elapsed since the
handover of the Leased Premises to you for the purpose of fit-out
work. Still the fit-out work is not even 50% complete and the
Leased Premises is not in any condition to be used for commercial
operations anytime soon. You, the Noticees, have admitted the
delay to be attributable to your internal working issues and
despite being granted a 24*7 work permit, several opportunities
for completing the fit-out work and being issued reminders for
payment of outstanding lease rent (since March 2020), you, the
Noticees, have turned a deaf ear to our Client's repeated pleas.

17. That the aforesaid ignorant and unprofessional conduct on your

part clearly establishes that it was never your intent to run your
business from the Leased Premises and the whole lease
arrangement was entered into for causing financial losses to our
Client by blocking the Leased Premises for more than 1.5 years
without even completing the fit-outs and by further damaging the
same to render it dysfunctional for any new lessee.

18. That the laxity and callousness shown by you the Noticees in
failing to start operations of your restaurant from the Leased
Premises has gravely damaged the brand reputation of our Client.
Since, the Mall being run by our Client is one of the premier
commercial hubs in the area and houses a variety of
internationally and nationally recognized restaurant brands. The
delay in completion of work at the leased premise occupied by

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you and non-functioning of the desired retail outlet has caused

irreparable damage to the pristine reputation of our Client.

19. That you, the Noticees, are in breach of the agreed terms of the
ATL as you have deliberately caused inordinate delay in
completing the fit-out work at the Leased Premises, have caused
structural damage to the Leased Premises and have willfully
defaulted in payment of lease rental accruing from March 2020
till date. Hence,the said delays and defaults on your part have
adversely affected the commercial functioning of our Client
resulting in unnecessary hardships and loss of revenue.

20. That it is in these circumstances, we have been authorized by our

Client to serve upon you the present notice for terminating the
agreement to lease dated 23.12.2019 by invocation of theclause
13.1 sub-clause (a) and (b) reproduced herein below:

"13.1 The First Party reserves the right to terminate the Agreement, at any time
during the Lease Term on the occurrence of any one or more of the following
events and re-enter into the Demised Premises after providing the Second Party
an opportunity to rectify the default by giving a 30 (Thirty) days’ notice in
writing:
a) if the Lease Rent. and/ or other charges hereby reserved or payable or any
part thereof or any sum payable under this Agreement shall at any time be
unpaid after becoming payable for 2 months.;
b) if the Second Party shall default in the due observance and performance of
any undertakings, terms or covenants on its part to be performed and
observed;
.............
.............
Provided that in the event the First Party is constrained to terminate the lease
during the Lock-in Period as aforementioned, the Second Party shall pay to the

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First Party the Lease Rent and all other charges for the entire un-expired
duration of the Lock-in Period. "

21. That we find it appropriate to further state herein that our Client
possesses sufficient documentary evidence to substantiate its
claims against you, the Noticees, and the same can be produced
as and when required before the appropriate authority/court of
law.

22. That we are instructed to bring to your notice that the aforesaid
acts of yours clearly amount to criminal breach of trust, cheating
and fraud and that on account of the above-mentioned facts and
circumstances, you, the Noticees, are liable to be prosecuted
under sections 406, 415 and 420 of the Indian Penal Code,1860
as amended up to date which provides for punishment with
imprisonment or with fine. Further, our Client reserves its right
to initiate all other remedies available under law against you the
above named Noticees to recover the pending payment of lease
rent amount/delayed payment with other consequential
charges/interest that incurred thereupon.

23. That, you, the Noticees, are therefore, hereby by virtue of the
present notice, called upon to terminate the agreement to lease
dated 23.12.2019 and make payment of the following amounts to
our Client within a period of 30 (thirty) days from the date of
receipt of this notice, failing which we have clear instructions
from our Client to initiate appropriate legal proceeding against
you, the Noticees, in the competent Court of Law for recovery of
the below mentioned amount as well as for your prosecution, and
in that event, you (Noticees) shall be held jointly and severally

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responsible for all costs, risks and consequences arising there

from:

a. Rs.______________/- (Rupees _______________ Only) towards

the arrears of lease rent amount from __________ till _________
withRs.______________/- (Rupees _______________ Only) as the
interest at the rate of _______% ( __________ percent) per
annum from __________ till ______________ on the delayed
payment of lease rent;
b. Rs. ______________/- (Rupees ___________ Only)towards the
CAM (Common Area Maintenance) Charges with
Rs.______________/- (Rupees _______________ Only) as the
interest at the rate of _______% ( __________ percent) per
annum from __________ till ______________ on the delayed
payment of CAM Charges;
c. Rs. ______________/- (Rupees ___________ Only)towards the
ELwith Rs.______________/- (Rupees _______________ Only) as
the interest at the rate of _______% ( __________ percent) per
annum from __________ till ______________ on the delayed
payment of EL;
d. Rs. 50,000/- (Rupees Fifty Thousand only) towards the cost
of this legal notice.

24. This is without prejudice to all other rights and entitlements that
our Client may have against you under Law and Equity.

25. Please take notice accordingly.

26. Copy retained.

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Regards

For CPS Legal

Countersigned behalf of:

(M/s. Gaursons Hi-Tech Infrastructure Pvt. Ltd)

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