Unassociated Document


    AGREEMENT
      OF LOAN FOR OVERALL LIMIT

    


    MEMORANDUM
      OF AGREEMENT made the 26th
      day of
      June two thousand and eight between Universal Biofuels Pvt Limited, a company
      within the meaning of the Companies Act, 1956, and having its registered office
      at 4th
      floor,
      Aparna Court, 8-200/112/88889, Road No. 2 Banjana Hills, Hyderabad (hereinafter
      referred to as “the Borrower” which expression shall unless repugnant to the
      context or meaning thereof be deemed to include its successors and permitted
      assigns) of the One Part. And STATE BANK OF INDIA, a corporation constituted
      under the State Bank of India Act, 1955, and having one of its Local Head
      Offices at Hyderabad and amongst other places a branch at Mid Corporate
      Loan Administrator Unit, 3/6/281/A/1, First Floor, Hyderguda Main Road,
      Hyderabad — 500 029 (hereinafter referred to as “the Bank” which expression
      shall unless repugnant to the context or meaning thereof be deemed to include
      its successors and assigns of the Other Part.)

    


    WHEREAS
      by an Application dated the n/a day of n/a the Borrower
      has requested the Bank to finance the business of the Borrower and to grant
      to
      the Borrower all or some or any of the credit facilities that may be agreed
      upon, from time to time, between the Bank and the Borrower for sums not
      exceeding in the aggregate the sum of Rs. 2500 lac (Rupees two thousand five
      hundred lacs only) (hereinafter referred to as the “aforesaid credit
      facilities”).

    


    AND
      WHEREAS the Bank has at such request of the Borrower agreed to grant all or
      some
      or any of the aforesaid credit facilities subject inter
      alia
      to the
      terms and conditions contained in this Agreement and also in the Hypothecation
      Agreement (hereinafter referred to as “the security documents”) that may be
      executed hereafter in respect of the aforesaid credit facilities or any of
      them
      and on such other terms and conditions as may be deemed necessary and notified
      from time to time by the Bank to the Borrower.

    


    NOT
      IT IS
      HEREBY AGREED BY AND BETWEEN THE PARTIES as follows:

    


    
      	 	
              1.

            	
              The
                Borrower’s application dated n/a and subsequent correspondence
                with the Bank (hereinafter collectively referred to as “the Borrower’s
                proposal”) shall be deemed to constitute the basis of this Agreement and
                of the credit facilities to be granted by the Bank hereinafter and
                the
                Borrower hereby warrants the correctness of each and every statement
                and
                particulars therein contained and undertakes to carry out the proposal
                therein set forth.

            


    

    
      	 	
              2.

            	
              The
                Borrower declares and confirms that the aforesaid credit facilities
                agreed
                to be granted to the Borrower shall be governed by the terms and
                conditions as set out in the sanction/arrangement letter
                No. 0BH/MCSHR/07-08/462 dt. 22.02.08 and OBH/MCSHR/08-09/96 dt.
                11.06.2008 as also herein contained, as well as those embodied in
                the
                relative security documents.

            


    

    
      	 	
              3.

            	
              The
                Borrower undertakes to notify in writing to the Bank of any circumstances
                affecting the correctness of any of the particulars set forth in
                the
                Borrower’s proposal immediately on the happening or occurrence of any such
                circumstance.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              4.

            	
              The
                Borrower declares affirms confirms and covenants
                that:

            


    

    
      	 	
              a.

            	
              The
                execution on behalf of the Borrower of this Agreement has been and
                the
                execution on behalf of the Borrower of the security documents will
                be
                validly authorized and the obligations expressed as being assumed
                by the
                Borrower hereinunder and under the security documents by the Borrower
                constitute and will constitute valid legal and binding obligations
                of the
                Borrower enforceable against the Borrower in accordance with their
                terms;

            


    

    
      	 	
              b.

            	
              Neither
                the execution and delivery hereof and of the security documents by
                the
                Borrower nor the performance or observance of any of obligations
                of the
                Borrower hereunder or thereunder
                shall:

            


    

    
      	 	
              i.

            	
              Conflict
                with or result in any breach of laws, statute rule, order, trust,
                agreement or other instrument, agreement, obligation or duty by which
                the
                Borrower is bound; or 

            


    

    
      	 	
              ii.

            	
              Cause
                any limitation on any of the powers whatsoever of the Borrower however
                imposed, on the right or ability of the directors of the Borrower
                where
                the Borrower is a company to exercise such powers to be
                exceeded;

            


    

    
      	 	
              c.

            	
              The
                Borrower is not in default under any law, rule, regulation order,
                mortgage, trust, instrument, agreement or other instrument, arrangement,
                obligation or duty by the Borrower is
                bound;

            


    

    
      	 	
              d.

            	
              The
                copies, certified by the Borrower’s Secretary, of the Certificate of
                Incorporation and the Memorandum and Articles of Association of the
                Borrower are true and effective and the Borrower shall not during
                the
                currency of this Agreement cause any alteration to be made in any
                of them
                without the prior notification to and written consent of the
                Bank;

            


    

    
      	 	
              e.

            	
              The
                resolution passed by the Borrower in general meeting on n/a
                consenting under Section 293(id) of the Companies Act, 1956 to the
                Board
                of Directors borrowing moneys in excess of the aggregate of the paid
                up
                capital of the Borrower and its free reserves, a certified copy of
                the
                minutes of which has been delivered by the Borrower to the Bank is
                and,
                during the currency of this Agreement, shall remain adequate and
                effective
                to enable the Bank to grant and the Borrower to receive the credit
                facilities aforesaid;

            


    

    
      	 	
              f.

            	
              The
                audited profit and loss account of the Borrower for the year
                ended n/a and the audited balance sheet of the Borrower as of
                that date give a true and fair view of the results of the operations
                of
                the Borrower for that period and the financial position of the Borrower
                as
                of that date and that there has been no material change adverse to
                the
                business, assets, conditions or operations of the Borrower since
                that
                date;

            


    

    
      	 	
              g.

            	
              No
                litigation or administrative or arbitration proceedings of or before
                any
                court governmental authority or arbitrator is presently taking place
                pending or threatened against the Borrower or against any of the
                assets of
                the B;

            


    

    
      	 	
              h.

            	
              All
                necessary resolutions, consents, licenses, approvals and authorizations
                of
                the Government of India and any political subdivision thereof and
                of any
                governmental ministry, authority, bureau or agency and of any other
                person
                or entity required in connection with execution, delivery, performance,
                validity and enforceability of this A and/or the establishment and
                continuance of the business activity of the Borrower and the transactions
                relating thereto have been duly obtained and are in full force and
                effect
                and in respect of all payments to be made by the Borrower to the
                Bank
                hereunder in foreign currencies are exempt and exonerated from Indian
                withholding tax and any other taxes assessed or imposed by any Government
                or taxing authority thereof;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              i.

            	
              The
                approval of the Reserve Bank of India in respect of credit facilities
                granted/to be granted by the Bank in foreign currencies has been
                duly
                obtained and a certified copy hereof has been delivered to the
                Bank;

            


    

    
      	 	
              j.

            	
              To
                take or cause to be taken in respect of credit facilities and repayments
                thereof in foreign currencies all action which may be or become necessary
                or appropriate in order to ensure the immediate availability of such
                foreign currencies for all repayments and discharge of the obligations
                of
                the Borrower hereunder;

            


    

    
      	 	
              k.

            	
              In
                the event of default by the Borrower, the bank
                may:

            


    

    
      	 	
              i.

            	
              Apply
                and/or appropriate and/or set off any credit balance standing upon
                any
                account of the Borrower with any branch of the Bank in India or abroad
                and
                in whatever currency first in or towards satisfaction of any sum
                (whether
                of principal, interest or otherwise) due in the Bank from the Borrower
                hereunder and;

            


    

    
      	 	
              ii.

            	
              In
                the name of the Borrower as the attorney of the Borrower to do all
                such
                acts and execute all such documents as the Bank may consider necessary
                or
                expedient in this regard:

            


    

    
      	 	
              l.

            	
              There
                exists no mortgage, charge, hypothecation pledge, lien, encumbrance
                or
                other security interest whatsoever over the whole or any part of
                the
                undertaking or assets, present or future, including uncalled capital
                of
                the Borrower except the following:
                None

            


    

    
      	 	
              5.

            	
              The
                Bank may at its sole and absolute discretion grant to the Borrower
                all or
                some or any of the aforesaid credit facilities either in Indian or
                foreign
                currencies by way of overdrafts, demand loans, loans, cash credits
                (by way
                of pledge lock and key type, factory type or mundy type or by way
                of
                hypothecation or in any other form including working capital term
                loan),
                terms loans (including funding of interest or in any other form granted
                as
                part of rehabilitation packages), pre-shipment and post-shipment
                credits,
                opening of letters of credit, issuing of guarantees including deferred
                payment guarantees and indemnities, negotiation and discounting of
                demand
                and/or usance bills and cheques inland as well as foreign and such
                other
                facilities as may be agreed upon, from time to time, for sums not
                exceeding at any one time in the aggregate the sum of Rs. 2500 Lacs
                (Rupees Two Thousand Five Hundred Lacs only) to be made available
                at SBI,
                Borrower, Hydrabad or at any one or more branches of the Bank or
                at any
                one or more branches of any one or more Associate Banks of the Bank
                in
                India and/or abroad.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              6.

            	
              The
                Bank shall not be required to extend or continue any of the aforesaid
                credit facilities granted or to be granted to the Borrower otherwise
                than
                at the Bank’s sole and absolute discretion and in no circumstances to an
                amount at any one time exceeding in the aggregate with the interest
                thereon and other costs, if any, such limit as the Bank may, from
                time to
                time, decide in respect of each facility or in the
                aggregate.

            


    

    
      	 	
              7.

            	
              As
                security for payment and discharge by the Borrower to the Bank of
                the said
                sum of Rs. 2500 lacs and interest and costs, charges, expenses and
                other
                monies due and payable by the Borrower to the Bank under or in respect
                of
                the aforesaid credit facilities or any of them the Borrower shall,
                as may
                be required, create in favour of the
                Bank:

            


    

    
      	 	
              a.

            	
              A
                mortgage in a form satisfactory to the Bank of all the Borrower’s
                immovable properties both present and future;
                and

            


    

    
      	 	
              b.

            	
              A
                first charge by way of hypothecation and/or pledge of the Borrower’s
                entire goods, movables and other assets present and future including
                documents of title to the goods and other assets such as book debts,
                outstanding moneys, receivables including receivables by way of cash,
                assistance and /or cash incentives under the cash incentive scheme
                or any
                other scheme, claims, including claims by way of refund of customs/excise
                duties under the duty drawback credit scheme or any other scheme,
                bills,
                invoices, documents, contracts, insurance policies, guarantees,
                engagements, securities, investments, and rights uncalled capital
                and all
                machinery present and future of such form satisfactory to the
                bank.

            


    

    
      	 	
              8.

            	
              The
                Borrower shall if required, procure irrevocable and unconditional
                guarantees from its Directors and/or others for the payment and discharge
                by the Borrower to the Bank of the sum of Rs. and interest, all costs,
                charges and expenses and other monies due and payable by the Borrower
                to
                the Bank under or in respect of the aforesaid credit facilities in
                the
                form prescribed by the Bank.

            


    

    
      	 	
              9.

            	
              The
                Bank shall have the absolute right to decide whether or not it will
                accept
                as security for the purpose of any/some/all of the aforesaid credit
                facilities any goods, book-debts, movables and other assets offered
                from
                time to time to the Bank by the Borrower. The Bank shall be at liberty
                at
                its sole discretion at any time without previous notice and without
                previous notice and without assigning any reason whatsoever to cease
                to
                accept the security from the Borrower and/or to cease making advances
                thereagainst.

            


    

    
      	 	
              10.

            	
              All
                the goods, book-debts, movables and other assets hypothecated and/or
                pledged shall be valued at the proper rates whether fixed by the
                Bank or
                not and the Borrower shall not overvalue the same. Indigenous raw
                materials/packing materials/consumable stores/spares shall be valued
                at
                current market rates or invoice rates or Government controlled rates
                whichever are the lowest. Imported raw materials shall be valued
                at landed
                cost (i.e. invoice plus customs duty but exclusive of sales-tax and
                demurrage) or market price whichever is lower. Semi-finished goods
                shall
                be valued at cost or market price or Government controlled rates
                or
                selling price whichever are the lowest. The Bank shall be at liberty
                to
                have any goods book-debts movables and other assets hypothecated
                and/or
                pledged as aforesaid valued by an appraiser appointed by the Bank
                and the
                Borrower agrees and confirms to give all the required
                assistance/co-operation to such appraiser for such valuation and
                the said
                valuation shall be binding on the Borrower and the fees and expenses
                of
                such appraisal shall be borne by the Borrower and may be debited
                to any
                account(s) of the Borrower.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              11.

            	
              The
                Borrower declares and assures that all immovable properties to be
                mortgaged and all goods book-debts, movables and other assets to
                be
                hypothecated and/or pledged to the Bank are the absolute properties
                of the
                Borrower at the sole disposal of the Borrower and free from any prior
                charge, lien or encumbrance except such charge, lien or encumbrance
                as
                have been notified to the Bank and accepted by it as having priority
                over
                its charge and that all the future immovable properties and goods,
                book-debts, movables and other assets to be given as security to
                the Bank
                shall be likewise the unencumbered absolute and disposable property
                of the
                Borrower and the Borrower shall not without the Bank’s prior written
                permission lease or sell or exchange or create any mortgage, charge,
                lien
                or encumbrance of any kind upon or over the same or on its undertaking
                and
                assets including uncalled share capital or any part thereof) except
                to the
                Bank nor suffer any such mortgage, charge, lien or encumbrance to
                affect
                the same or any part thereof nor do or allow anything that may prejudice
                the security while the Borrower remains indebted or liable to the
                Bank in
                any manner.

            


    

    
      	 	
              12.

            	
              Subject
                always to the Bank’s rights, powers and discretion under this Agreement,
                any security documents or otherwise the Borrower may with the prior
                written approval of the Bank and in due course of business sell from
                time
                to time the goods movables and other assets and receive the book-debts
                which may be/have been hypothecated, pledged mortgaged or charged
                to the
                Bank provided the margin(s) of security required by the Bank are
                always
                fully maintained and on the terms of payment and delivery to the
                Bank of
                the proceeds thereof and on the express understanding that the security
                created thereunder and all realizations, recoveries and insurance
                proceeds
                thereof and all rights and interest in respect thereof and all documents
                therefore, shall always be kept distinguishable and held as the Bank’s
                exclusive property specifically appropriated to the security created
                thereunder to be dealt with only in accordance with the directions
                of the
                Bank. It is further agreed that the Borrower shall keep the machinery
                charged to the Bank by way of hypothecation, pledge or otherwise
                in good
                condition and shall do or cause to be done all acts an things necessary
                to
                keep the said machinery in good condition, provided that the Bank
                in its
                absolute discretion without being bound to do so, spend such money
                as may
                be necessary to maintain its undisturbed possession of the said machinery
                and to preserve the security and the moneys so spent shall on demand
                be
                paid by the Borrower to the Bank and until payment shall be debited
                to the
                accounts opened by the Bank in respect of the aforesaid credit facilities
                and carry interest accordingly. It is, however, understood that the
                Borrower shall not with out the written consent of the bank first
                had and
                obtained remove the plant and machinery attached to the premises,
                if any,
                mortgaged to the Bank and incase of such removal shall replace the
                same by
                machinery, plant and fixtures and things of equivalent nature and
                value,
                provided that in the event of the Bank agreeing in writing that any
                machinery plant or things as aforesaid to removed was redundant or
                became
                worn out or absolute and need not be replaced the same may be sold
                and the
                sale proceeds applied towards the satisfaction o payment of the amount(s)
                due to the Bank.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              13.

            	
              Registers
                of immovable properties and goods, book-debts, movables and other
                assets
                hypothecated/pledged/mortgaged or otherwise charged to the Bank shall
                be
                kept by the Borrower in respect o f each of the aforesaid credit
                facilities and such registers shall contain all particulars of such
                immovable properties and goods book-debts movables and other assets
                hypothecated, pledged, mortgaged or otherwise charged and/or such
                immovable properties and goods book-debt movables and other assets
                as have
                been released by the bank and withdraws by the Borrower. such Registers
                shall at all times be open for inspection of the Bank and the Borrower
                shall if so required by the Bank furnish to the bank daily or at
                such
                intervals as the Bank may direct from time to time a schedule or
                copy of
                all the entries which shall have been made to the said
                Registers.

            


    

    
      	 	
              14.

            	
              Interest
                shall be charged on the outstanding(s) in the accounts opened in
                respect
                of the aforesaid credit facilities at such rate(s) as may be determined
                by
                the Bank from time to time at the Bank’s sole discretion on the basis of
                any internal credit rating accorded to the Borrower or otherwise
                provided
                also that the rate(s) shall be subject to changes in the State Bank
                Advance rate and/or changes in interest rates prescribed by the Reserve
                Bank of India from time to time. Where interest is charged by the
                Bank at
                a concessionary rate or rates because of the credit facilities being
                granted by the Bank to the Borrower under the interest Subsidy Scheme
                or
                any other Scheme(s) formulated by the government and/or Reserve Bank
                of
                India and/or any authority from time to time, the Borrower agrees,
                declares, confirms and affirms that in the event of the withdrawal,
                modifications and/or variation of such scheme(s), the concessionary
                rate
                or rates of interest that stand withdrawn and the usual rate or rates
                of
                interest of the Bank applicable at the material time to such credit
                facilities shall become effective and the Bank shall become entitled
                to
                charge the Borrower such rate or rates of interest and the Borrower
                shall
                pay to the Bank on demand the difference between such concessionary
                rate
                or rates and the usual rate or rates of interest of the Bank applicable
                at
                the material time to such credit facilities and such difference shall
                become due and payable by the Borrower to the Bank from the date
                the
                withdrawal, modification and/or variation of such Scheme(s) becomes
                effective. Interest shall be calculated respectively on the daily
                balance
                of such account(s) and be debited thereto on the last working day
                of the
                month or quarter according to the practice of the Bank. The Bank
                shall
                also be entitled to charge at its own discretion such enhanced rates
                of
                interest on the account(s) either on the entire outstanding or on
                a
                portion thereof as it may fix for any irregularity and for such period
                as
                the irregularity continues or for such time as the Bank deems it
                necessary
                regard being had to the nature of the irregularity and the charging
                of
                such enhanced rate of interest shall be without prejudice to the
                Bank’s
                other rights and remedies.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              15.

            	
              In
                respect of security created by way of hypothecation/pledge/mortgage
                or
                otherwise the Borrower shall at all times maintain a sufficient quantity
                and market value of goods, book-debts, movables and other assets
                and also
                all immovable properties given as security, to provide the margins
                of
                security required by the Bank from time to time and will forthwith
                whenever necessary provide further goods, the Borrower shall deposit
                sufficient cash or other security as may be acceptable the Bank as
                margin
                money as stipulated by the Bank. The Bank shall be entitled to and
                shall
                at its discretion which shall be final and binding on the Borrower,
                change
                the margins and the Borrower shall be bound by it notwithstanding
                any
                margins earlier agreed to by the
                Bank.

            


    

    
      	 	
              16.

            	
              the
                Borrower expressly agrees and undertakes that all the aforesaid credit
                facilities or any of them shall be utilized exclusively for the purposes
                set forth in the Borrower’s proposal and for no other purpose and no
                change shall be made therein without the written sanction of the
                Bank.

            


    

    
      	 	
              17.

            	
              the
                Borrower shall from time to time and at all times during the continuance
                of the aforesaid credit facilities or any of them keep all properties,
                goods, machineries and other assets specified and mentioned in the
                Agreement or any other relative security documents in good working
                condition and substantial state of repairs and shall pay all ground
                rent,
                rates, taxes and assessments presents as well as future payable in
                respect
                of the same immediately they shall become due and also pay all electricity
                charges, municipal rates and all other charges and assessments, connected
                with the business regularly and punctually and in case the Borrower
                neglects to keep the properties, goods, machineries, and other assets
                secured to the Bank or any part thereof in good and substantial repair
                or
                pay the electricity charges, ground rent, rates, taxes, charges and
                assessments as aforesaid, it shall be lawful for, but not obligatory
                upon,
                the Bank to have the said securities or any part thereof repaired
                and to
                pay any such electricity charges, ground rent, rates, taxes, charges
                and
                assessments, All moneys, premia, costs, charges of such repairs,
                the
                payment of the electricity charges, ground rent, rates, taxes, charges
                and
                assessments as aforesaid shall be a charge upon such securities jointly
                with all principal moneys and interest as if they formed a part
                thereof.

            


    

    
      	 	
              18.

            	
              The
                Borrower shall at all times maintain sufficient financial interest
                in the
                business and shall if so considered necessary by the Bank bring additional
                funds or assets by ways of capital deposits or otherwise. The Borrower
                shall not withdraw except with the bank’s prior permission in writing or
                divert or misuse the funds and assets invested in or brought into
                the
                business by the Borrower as capital, deposits or
                otherwise.

            


    

    
      	 	
              19.

            	
              The
                Borrower shall carry on the business efficiently, properly and profitably
                and such business shall be confined to such manufacturing and/or
                trading
                activity as have been notified to the Bank and for which the Bank
                has
                sanctioned or agreed to sanction the aforesaid credit facilities
                and shall
                keep all the licenses, leases, contracts, engagements, essential
                for
                carrying on the manufacturing and/or trading activity renewed from
                time to
                time and shall not allow any interruption or disturbance to happen
                so as
                to hamper/hinder/adversely affect the business of the Borrower. the
                Borrower shall maintain proper books of accounts and such other registers,
                books, documents, relating to the business as may be statutorily
                required
                or as may be required by the bank or as may be necessary and/or generally
                kept in the business of the kind carried on by the Borrower and shall
                get
                the accounts books duly audited and furnish to the Bank a copy of
                the
                audited statements and the auditor’s report. The Borrower shall, if so
                required by the Bank, allow the Bank, its officers, agents and nominees
                and/or qualified auditors and/or technical experts and/or management
                consultants as may be appointed by the Bank to inspect ... such books of
                accounts, registers, books and documents and also furnish to the
                Bank at
                such intervals as the Bank may direct from time to time a schedule
                or copy
                of all the entries which shall have been made in such
                books.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              20.

            	
              The
                Borrower shall submit to the Bank periodically as required by the
                Bank
                copies of the Balance Sheet and Profit and Loss Account duly audited
                and
                stock statements in the formats as may be prescribed by the Bank
                from time
                to time indicating correctly the quantity and value of the stocks
                and also
                statements of receivables indicating the names of the debtors, amounts
                of
                the debts and the periods for which they are outstanding together
                with a
                certificate that the quantities and amounts stated are correct and
                that
                all stocks are fully covered by insurance unless such insurance is
                waived
                by the Bank and will also furnish and verify all statements, reports,
                returns, certificates and the information and will also execute all
                documents and do all acts and things which the Bank may require to
                give
                effect to any of the terms and conditions set out herein or in the
                security documents or any of them that may be executed and the Borrower
                authorizes the Bank and each of its agents and nominees as Attorney
                for
                and in the name of the Borrower to do whatever the Borrower may be
                required to do under this
                Agreement.

            


    

    
      	 	
              21.

            	
              The
                Borrower shall carry on the entire banking transactions of the business
                including merchant banking business through the Bank or any of its
                Associate Banks wherever the Bank does not have a branch established.
                In
                particular, the Borrower’s entire foreign exchange business inland bill
                business and deposits if any shall be placed with the Bank or any
                of its
                Associate Banks where the Bank does not have a branch established
                thereat.
                The Borrower may, however, with the prior permission in writing of
                the
                Bank in this regard and to the extent allowed and on such other terms
                and
                conditions as may be stipulated deal with any other
                Bank(s).

            


    

    
      	 	
              22.

            	
              Where
                goods, movables and other assets are pledged to the Bank, the Bank
                may in
                its own discretion and at the Borrower’s specific request and without
                detriment to the pledge release the goods movables and other assets
                pledged to the Bank from its possession to the Borrower on trust
                under a
                factory/mundy type pledge or other basis and/or for any purpose connected
                with the Borrower’s trade business or industry and in consideration of the
                Bank so handing over to the Borrower from time to time any goods,
                movables
                and other assets lying at the godown, factory or other place approved
                by
                the bank under pledge to the Bank the Borrower shall hold the goods,
                movables and other assets as trustees and agents for an on behalf
                of the
                Bank. The Borrower undertakes that such goods, movables and other
                assets
                shall in all respects be treated by the Borrower in the books of
                the
                Borrower as belonging to and held on behalf of the
                Bank.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              23.

            	
              Where
                goods movables or other assets pledged to the Bank are released to
                the
                Borrower on trust for any purpose connected with Borrower’s trade,
                business, industry or otherwise and are put in transit by the Borrower
                for
                any purpose including for sale thereof the Borrower shall hand over
                to the
                Bank the relative railway or other transport receipts, invoices and
                all
                documents and shall deliver back to the Bank goods, movables and
                other
                assets when the purpose for which they are released on trust is
                accomplished or to pay to the Bank the sale proceeds of or the proceeds
                of
                the bills relating to the said goods, movables or other assets. The
                Borrower undertakes that the proceeds of sale of such goods, movables
                or
                other assets shall in ... be treated by the Borrower in the books of
                Borrower as belonging to and held on behalf of the
                Bank.

            


    

    
      	 	
              24.

            	
              The
                Bank may at its own discretion and at the specific request of the
                Borrower
                grant the facility of cash credit accommodation to the Borrower by
                fixing
                limits in respect of goods, book debts, movables and other assets
                hypothecated or against the security of pledge of goods, movables
                and
                other assets for the purpose of either (i) retiring documentary bills
                drawn on the Borrower covering purchase of goods required for the
                Borrower’s manufacturing activities consigned from various place, or (ii)
                making remittances of the cost price of the materials direct to the
                suppliers by the Bank subject, of course, to the advance being limited
                in
                each case to such percent of the said bills or the cost price of
                the
                materials respectively as may be decided by the Bank from time to
                time and
                where the Bank so grants the facility the Borrower hereby acknowledges
                in
                consideration thereof that Bank shall have a charge by way of pledge
                over
                the document of title to goods, movables and other assets received
                with
                the bills or otherwise which will be in the custody of the Bank or
                which
                may come into the Bank’s custody and for this purpose the documents of
                title to goods movables and other assets shall be deemed to have
                been
                delivered by the Borrower to the Bank for creating pledge of goods,
                movables and other assets covered by the documents and in further
                consideration of the delivery by the Bank o the said documents of
                title to
                goods, movables and other assets to the Borrower or to the clearing
                agents
                of the Borrower under the Borrower’s instructions and on behalf of the
                Borrower while the Bank’s charge hereon and the Borrower’s own
                indebtedness or obligation in respect of the said advances or other
                valuable consideration are subsisting, the Borrower undertakes to
                clear
                land store and hold the goods movables and other assets received
                under the
                said documents for and on behalf of the Bank as trustees and agents
                and if
                so required by the Bank to deliver possession of the goods, movables
                and
                other assets to the Bank to be held by the Bank as pledgee of the
                said
                goods, movables and other
                assets.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              25.

            	
              For
                the purpose of clauses 22 and 23 the Borrower undertakes and declares
                that:

            


    

    
      	 	
              a.

            	
              To
                handover and redeliver goods etc. the Borrower shall at any time
                hand over
                or redeliver or cause to be handed over or redelivered to the Bank
                forthwith on demand all goods, movables and other assets and documents
                of
                title thereto and goods movables and other assets covered by such
                documents including any policies of insurance pertaining thereto
                and
                authorize the Bank or any person or persons authorised by the Bank
                in
                writing in that behalf to enter the Borrower’s godown premises or any
                other place where such goods, movables and other assets and document
                of
                title thereto are lying kept or stored and to take possession of
                the said
                goods, movables and other assets and documents of title thereto
                wheresoever situated at any time without giving to the Borrower any
                notice
                of the Bank’s intention to do so and the Borrower hereby desires and
                requires all persons in whose custody the said goods movables and
                other
                assets are for the time being to yield possession thereof according
                to the
                Bank.

            


    

    
      	 	
              b.

            	
              The
                Borrower shall not deal with the goods movables and other assets
                and
                documents of title thereto or the goods movables and other assets
                covered
                by the documents except under and in accordance with the Bank’s written
                instructions.

            


    

    
      	 	
              c.

            	
              The
                Borrower shall whether or not in possession of the goods movables
                and
                other assets or document of title thereto are delivered to the Bank
                repay
                the outstandings in the said accounts within such number of days
                of its
                being utilized as may be specified by the Bank from time to
                time.

            


    

    
      	 	
              d.

            	
              The
                Borrower shall indemnify the Bank (i) against all losses, costs,
                damages
                expenses whatsoever that the Bank may incur or sustain by reason
                of the
                Borrower’s act, default or omission of the Borrower’s servants or
                employees or other persons acting on behalf of the Borrower in respect
                of
                goods movables and other assets pledged to the Bank and released
                to the
                Borrower on trust; (ii) against all losses, costs, damages, expense
                or
                consequences whatsoever that the Bank may incur or sustain as a result
                of
                the Banks complying with the Borrower’s instructions to deliver to the
                Borrower or to the Borrower’s clearing agents the documents covering the
                goods movables and other assets (a) whether or not said documents
                are in
                order; (b) notwithstanding any discrepancies that may be present
                in
                documents; and (c notwithstanding any discrepancy between the price/value,
                quantity and quality of the goods movables and other assets covered
                by the
                documents and price, quantity and quality specified in the contract;
                and
                (iii) against all consequences losses and damages that may arise
                a s a
                result of the Banks complying with the Borrower’s requests to effect
                advance payments form time to time to the suppliers (a) whether or
                not the
                suppliers consign the goods, movables and other assets; (b) whether
                or not
                the document in respect thereof are received by the Bank; and (c)
                notwithstanding any discrepancy between the quantity or quality of
                the
                goods, movables and other assets received from the suppliers and
                that of
                the contracted quantity and
                quality.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              26.

            	
              The
                Borrower shall (if so required by the Bank) display the Bank’s name on the
                godown factory and other places approved by the Bank where such goods,
                movables and other assets hypothecated and/or pledged to the Bank
                and
                against which limits for purposes of drawings have been fixed under
                and
                some/all of the aforesaid credit facilities have been stored indicating
                that such goods, movables and other assets are hypothecated and/or
                pledged
                to the Bank.

            


    

    
      	 	
              27.

            	
              In
                respect of credit facilities granted to the Borrower against pledge
                of
                goods, movables and other assets all such goods, movables and other
                assets
                shall be placed in the Bank’s possession under its control and in such
                manner that such possession and control may be apparent and indisputable.
                In pursuance hereof, inter alia, the godown, factory and other places
                approved by the Bank in this respect where the goods, movables and
                other
                assets that are pledged have been stored shall bear the banks name
                boards
                indicating that the goods, movables and other assets lying therein
                are
                pledged to the Bank. Where the goods, movables or other assets which
                are
                pledged with the Bank are released to the Borrower on trust under
                a
                factory, mundy type pledge, or other basis for the limited purpose
                of
                facilitating the Borrower carrying on the manufacturing or other
                activity,
                the Borrower undertakes that the Bank’s padlocks will be use don the
                godown factory or other place where they are stored and such godown,
                factory or other place will be locked by the Borrower when not in
                use and
                the keys thereof shall be returned to the Bank on demand and that
                the
                Bank’s name boards shall be displayed on such factory, mundy or other
                place where such manufacturing or other activity is carried on indicating
                that the goods, movables and other assets are pledged to the Bank.
                The
                Borrower further agrees that all sea, rail and other transport freight,
                demurrages, customs duties, terminal taxes, cartage godown rents
                and all
                other charges and expenses paid or incurred by the Bank in obtaining
                actual physical possession of and in clearing, storing and forwarding
                the
                said goods movables and other assets shall be debitable to the accounts
                of
                the Borrower and form a part of the aggregate amount
                secured.

            


    

    
      	 	
              28.

            	
              All
                the machineries of the Borrower hypothecated, pledged, mortgaged
                or
                otherwise charged to the Bank shall be treated as movable properties
                and
                not as immovable properties and shall bear the nameplate of the Bank
                indicating that the said machineries are hypothecated, pledged, mortgaged
                or otherwise charged, as the case may be, to the Bank. The Borrower
                shall
                also exhibit conspicuously in the main hall of the factory a list
                showing
                the items of machineries hypothecated, pledged, mortgaged or otherwise
                charged to the Bank.

            


    

    
      	 	
              29.

            	
              In
                respect of goods, movables and other assets stored and held in godowns
                owned or hired by or let to the Borrower, the Borrower shall provide
                the
                Bank and its agents and nominees with an unimpaired access to the
                godowns
                at all times and where the godowns are hired by or let to the Borrower
                the
                Borrower shall furnish to the Bank a letter from the landlord/owner
                consenting to continue such unimpaired access to the godown to the
                Bank
                and its agents and nominees and also declaring that notwithstanding
                any
                claim for any unpaid rent the landlord/owner acknowledge the prior
                claim
                of the Bank on all the goods movables and other assets stored and
                held
                therein and hypothecated, pledged, mortgaged or otherwise charged
                to the
                Bank and that the Bank its agents and nominees shall have the right
                to
                remove the goods, movables and other assets so stored and held in
                the
                godowns whenever desired by the
                Bank.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              30.

            	
              In
                respect of goods, book-debts, movable and other assets hypothecated,
                pledged, mortgaged or otherwise charged to the Bank or which are
                released
                to the Borrower on trust under a factory/mundy type pledged or other
                assets, the Banks agents ad nominees shall be entitled at all times
                without notice to the Borrower but at the Borrower’s risk and expenses and
                if so required as Attorney for and in the name of the Borrower to
                enter
                any place where the said goods, book-debts, movables and other assets
                may
                be and inspect value insure, superintend dispose and/or take particulars
                of all or any part of the said goods, book-debts, movables and other
                assets and check any statements accounts, reports and information
                and do
                all such acts, deeds and things necessary to preserve and protect
                the same
                and the Borrower confirms, affirms and undertakes to give all
                assistance/co-operation as may be necessary in this
                regard.

            


    

    
      	 	
              31.

            	
              All
                goods, book-debts, movables and other assets hypothecated pledged,
                mortgaged or otherwise charged to the Bank as security for any of
                the
                aforesaid credit facilities and also all immovable properties given
                as
                security for all such facilities or any of them as may be required
                by the
                Bank shall be kept at the Borrower’s risk and expense in good condition
                and fully insured against loss or damages as may be required by the
                Bank
                due to any reason whatsoever and damages as may be required by the
                Bank
                due to any reason whatsoever and particularly the machineries hypothecated
                and/or pledged to the Bank against fire and/or such other risk(s)
                as the
                Bank may from time to time stipulate in the joint names of the Borrower
                and the Bank with an insurance company approved by the bank and for
                such
                amount as the Bank may consider necessary and that the insurance
                policies
                shall be delivered to the bank when required by the Bank, to do so.
                If the
                Borrower fails to effect such insurance the bank may, but without
                being
                obliged to do so, insure the said goods, movables and other assets
                and
                immovable properties against fire and/or such risk(s) in such joint
                names
                and debit the premium and other charges to any account of the Borrower
                opened or to be opened and in the event of the bank being at anytime
                apprehensive that the safety of the goods, movables and other assets
                and
                machinery is likely to be endangered owing to riot and/or strike
                (including fire arising therefrom) and/or floods, earthquakes, etc.
                and/or
                also resulting in the loss of production therefrom the Bank may at
                its
                discretion but without being bound to do so insure or require the
                Borrower
                to insure the same in such joint names against any damage arising
                therefrom the cost of such extra insurance being payable by the Borrower
                and be debited to any such account. If the Bank desires that the
                gods,
                movables and other assets shall be insured against theft the Borrower
                shall provide the necessary cover therefore. The Borrower shall provide,
                if the Bank so directs, a sufficient insurance cover against breakdown
                of
                such machineries and against loss and damage by fire, lightning and
                flood
                to any immovable properties of the BORROWER. the Borrower further
                expressly agrees that the Bank shall be entitled to adjust, settle,
                compromise or refer to arbitration any dispute arising under or in
                connection with any insurance and such adjustment, settlement, compromise
                and any award made on such arbitration shall be valid and binding
                on the
                Borrower and also to receive all moneys payable under any such insurance
                or under any claim made thereunder and to give a valid receipt therefore,
                and that the amount so received shall be credited to the Borrower’s
                account and the Borrower shall not raise question that a larger sum
                might
                or ought to have been received or be entitled to dispute its liability
                for
                the balance remaining due on any account or accounts after such credit.
                Provided that the Bank may at its sole, absolute and unqualified
                discretion waive all or any of these
                requirements.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              32.

            	
              The
                Borrower shall not compound or release any of the book-debs not do
                anything whereby the recovery of the same may be impeded, delayed
                or
                prevented, without the consent in writing of the Bank first had and
                obtained.

            


    

    
      	 	
              33.

            	
              The
                Borrower shall as soon as any call in respect of its shares has been
                resolved upon by the Directors or as soon as it shall have been resolved
                to issue any unissued share capital or to create any new shares
                immediately give notice of such call to the Bank or give notice to
                the
                Bank of the intention of the Borrower to issue or create any such
                share
                capital as aforesaid and the proposed amount thereof. And shall not
                until
                the expiration of seven clear days from the time when such notice
                shall
                have been sent to the Bank issue any notice to the members of the
                Borrower
                in respect of payment of any call or issue or create any such existing
                or
                new shares respectively as aforesaid. And if the Bank shall so require
                every notice, prospectus, application form or allotment letter sent
                out by
                the Borrower in pursuance of any such resolution shall direct the
                members
                or applicants for allotment of the shares of the Borrower to pay
                the call
                so made or the moneys payable in respect of the aid existing or new
                shares
                to the Bank or as it shall direct and if no such requisition be made
                by
                the Bank the members, applicants or allottees shall be directed to
                pay any
                call or other moneys into the Bank’s office (as may be informed or
                notified) of the joint account of the Borrower and the Bank or in
                such
                manner as the Bank may direct and the bank shall be entitled to require
                all such calls or moneys received by the Borrower to be applied either
                wholly or partly in or towards the payment or satisfaction of the
                principal sum, interest and other moneys due to the bank but in default
                of
                the bank requiring the said calls or moneys to be so applied as aforesaid
                within one month of their being paid, the Borrower may without the
                consent
                of the Bank apply the whole or the balance thereof over and above
                what
                shall be required by the Bank to be otherwise applied to the general
                purposes of the Borrower as it shall think fit provided also that
                all
                moneys hereunder to be received by the Borrower from its members
                in
                advance of calls upon the shares be held by the Borrower upon trust
                for
                the Bank and so as to form part of the security and shall be dealt
                with in
                the manner hereinbefore mentioned in the case of calls or other moneys
                received by the Borrower.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              34.

            	
              The
                Borrower shall not (a) allow any Receiver to be appointed of the
                undertaking or of the properties, immovable and movable, of the Borrower
                mortgaged, pledged and/or charged to the Bank or any part thereof
                (b)
                allow any distress or execution to be levied upon or against the
                same or
                any thereof and (c) make or attempt to make without the previous
                consent
                of the Bank in writing any alterations of its Memorandum or Articles
                of
                Association or in its capital
                structure.

            


    

    
      	 	
              35.

            	
              The
                Borrower shall forthwith and from time to time as may be required
                by the
                Bank make such alterations or additions to its Memorandum or Articles
                of
                Association or in its capital structure as may be necessary to conform
                to
                this Agreement.

            


    

    
      	 	
              36.

            	
              The
                Borrower shall make long term arrangements for a steady and regular
                supply
                of raw materials as may be required for its
                business.

            


    

    
      	 	
              37.

            	
              During
                the currency of these presents the shareholding of such of the
                shareholders in the Borrower who are its Directors at present and
                the
                principal shareholders and promoters of the Borrower shall not be
                varied
                without the previous written consent of the Bank first
                obtained.

            


    

    
      	 	
              38.

            	
              During
                the subsistence of the liability of the Borrower under or in respect
                of
                any of the aforesaid credit facilities, the Bank without prejudice
                to its
                rights referred to in this Agreement shall have a right to appoint
                and/or
                remove, from time to time, a Director or Directors on the Board of
                Directors of the Borrower as nominee Director(s) to protect the interests
                of the Bank, subject however that the director or Directors so appointed
                by the Bank shall not be liable to retire by rotation and need not
                possess
                any share qualification prescribed by the Articles of association
                of the
                Borrower.

            


    

    
      	 	
              39.

            	
              The
                Borrower shall at all times confine the borrowings to the drawing
                power
                allotted within the limit of the particular facility, namely, the
                value of
                the security less than stipulated margin, and in no case shall exceed
                such
                limit. The Bank may, however, at the specific request of the Borrower
                and
                in its own discretion allow drawing beyond such drawing power for
                such
                time as may be considered necessary and shall at any time without
                any
                notice call upon the Borrower to repay such excess drawings. All
                rights
                and obligations of the Bank and the Borrower respectively hereunder
                and
                under any Arrangement Letter or other documents shall extend to such
                excess drawings notwithstanding the specific limit stipulated. All
                the
                rights and securities created hereunder in favour of the Bank and
                the
                obligation of the Borrower thereunder will extend to cover the Borrower’s
                liabilities to the Bank under any account whatsoever of the Borrower
                with
                the Bank notwithstanding that such account may not related to any
                particular facility agreed to be granted by the Bank to the
                Borrower.

            


    

    
      	 	
              40.

            	
              At
                any time or from time to time before repayment of the amount due
                to the
                Bank whenever the value of the security for the time being held by
                the
                Bank under the security documents or otherwise shall be in excess
                of
                amount due to the Bank, the Bank may at the request of the Borrower
                and at
                its discretion release to the Borrower such excess or security or
                any part
                of such excess security. Provided always that the Bank may refuse
                to
                release such excess security as aforesaid in its discretion if there
                are
                any other liabilities whatsoever of the Borrower to the Bank absolute
                or
                contingent which in the opinion of the Bank might not be adequately
                secured. Nothing contained in this clause in particular and in this
                Agreement or any security documents between the Bank and the Borrower
                in
                general shall be construed as excluding the general lien and/or the
                right
                of set-off the Bank for any balance due to the Bank on any account
                or in
                respect of any liability whatsoever over any security for the time
                being
                held by or remaining with the
                Bank.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              41.

            	
              The
                Bank shall not be under any liability whatsoever towards the Borrower
                or
                any other person for verification of the quantity and/or quality
                of any
                goods movables or other assets shown in the relevant invoices statements
                or other documents notwithstanding hat it may have taken possession
                of
                such goods movables or other assets by way of hypothecation pledge
                or
                otherwise or for any loss or damage to the goods, movables and other
                assets and other documents and given as security from whatever cause
                or in
                whatever manner arising whether such goods movables or other assets
                shall
                be in the possession of the Bank or not at the time of such loss
                or damage
                or the happening of the cause thereof. The Borrower doth and shall
                at all
                times indemnify and keep indemnified the Bank from and against all
                actions, suits, proceedings, costs, charges, claims and demands whatsoever
                that may at any time arise or be brought or made by any person against
                the
                Bank in respect of any acts, mattes and things lawfully done or caused
                by
                the Bank in connection with the said goods, movables and other assets
                or
                in pursuance of the rights and powers of the Bank under this a or
                other
                security documents. No responsibility will lie with the Bank in respect
                of
                the quantity, quality or condition or on whatever account on final
                out-turn of the goods, movables and other assets in possession of
                the Bank
                under this a or under security documents between the Bank and the
                Borrower
                including goods, movables and other assets which may have come into
                the
                possession of the Bank by the Bank exercising any of its rights under
                this
                Agreement or any security documents or otherwise and/or in respect
                of the
                correctness, validity, sufficiency or genuineness of any of the documents
                relating thereto.

            


    

    
      	 	
              42.

            	
              The
                Borrower shall not during the subsistence of the liability of the
                Borrower
                to the Bank under or in respect of any of the aforesaid credit facilities
                without the written consent of the
                Bank:

            


    

    
      	 	
              a.

            	
              Change
                or in any way alter the capital structure of the borrowing
                concern;

            


    

    
      	 	
              b.

            	
              Effect
                any scheme of amalgamation or
                reconstitution;

            


    

    
      	 	
              c.

            	
              Implement
                a new scheme of expansion or take up an allied line of business or
                manufacture;

            


    

    
      	 	
              d.

            	
              Declare
                a dividend or distributes profits after deduction of axes, except
                where
                the instalments of principal and interest payable to the Bank in
                respect
                of the aforesaid credit facilities are being paid regularly and there
                are
                no irregularities whatsoever in respect of any of the aforesaid credit
                facilities.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              e.

            	
              Enlarge
                the scope of the other manufacturing/trading activities, if any,
                undertaken at the time of the application and notified to the Bank
                as
                such;

            


    

    
      	 	
              f.

            	
              Withdraw
                or allow to be withdrawn any moneys brought in by the promoters and
                directors or relatives and friends of the promoters or directors
                of the
                Bank;

            


    

    
      	 	
              g.

            	
              Invest
                any funds by way of deposits, or loans or in share capital of any
                other
                concern (including subsidiaries) so long as any money is due to the
                Bank;
                the Borrower will, however, be free to deposit funds by way of security,
                with third parties in the normal course of business or if required
                for the
                business;

            


    

    
      	 	
              h.

            	
              Borrow
                or obtain credit facilities of any description from any other bank
                or
                credit agency or money-lenders or enter into any hire-purchase arrangement
                during the subsistence of the liability of the Borrower to the
                Bank.

            


    

    
      	 	
              43.

            	
              In
                respect of advances granted by the Bank to the Borrower by way of
                purchase/negotiation/discounting of clean/documentary/demand/usuance
                bills
                of exchange drawn by the Borrower on his/it/their various customers
                and
                expressed in foreign currency or Indian rupees and whether under
                letters
                of credit or otherwise and/or in respect of said bills tendered for
                collection the Borrower agrees and covenants with the Bank as
                under:

            


    

    
      	 	
              a.

            	
              That
                the bills shall bear, where necessary adequate stamp duty before
                purchase/negotiations/discounting and shall be drawn by the Borrower
                in
                conformity with the proforma prescribed under the Reserve Bank of
                India
                New bill market Scheme, indicating on the face thereon the description
                and
                quantity of goods sold and the number and date of the carrier’s
                receipt;

            


    

    
      	 	
              b.

            	
              That
                the bills shall be drawn with a usuance, ordinarily, of not exceeding
                90
                days;

            


    

    
      	 	
              c.

            	
              That
                the bills pertaining to supplies made to Government departments and
                quasi-Government bodies as well as statutory Corporations and government
                Companies shall be drawn in conformity with the pro forma prescribed
                under
                the Reserve Bank of India Scheme.

            


    

    
      	 	
              d.

            	
              That
                at the time of offering upcountry usance bills for discount the bills
                shall be accompanied by railway receipts or motor transport receipts
                of
                approved transport companies together with the relative original
                invoices
                and that the documents will be delivered to the drawees only after
                the
                bills accepted;

            


    

    
      	 	
              e.

            	
              That
                in the case of local sales, bills shall be accompanied by copies
                of
                invoices bearing acknowledgements of the purchasers in token of their
                having received the goods and shall be offered for discount only
                after
                acceptance of bills by the drawees;

            


    

    
      	 	
              f.

            	
              That
                upcountry or local bills will not be collected by the Borrower through
                other banks;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              g.

            	
              That
                the Borrower shall ensure that upcountry bills are accepted by the
                drawees
                on presentation and retired on due dates. In the event of the bills
                remaining unaccepted on presentation or unpaid on due dates, the
                Bank
                shall be entitled to recover the amount of such bills along with
                overdue
                interest and other incidental charges by debit to the accounts of
                the
                Borrower.

            


    

    
      	 	
              h.

            	
              That
                the Bank shall be at liberty not to accept cheques drawn on local
                banks
                from the drawees in payment of bills drawn on them unless such cheques
                are
                tendered at the Bank before clearing hours on due dates. In the event
                of
                cheques being received late after clearing hours on due dates, the
                Bank
                may treat the relative bills as unpaid and may debit the amounts
                thereof
                to the account of the Borrower on due
                dates;

            


    

    
      	 	
              i.

            	
              That
                the Borrower shall furnish to the Bank in advance a list of local
                parties
                on whom the Borrower intends to draw usance bills for prior approval
                of
                the Bank;

            


    

    
      	 	
              j.

            	
              That
                the Borrower shall abide by such terms and conditions as the Bank
                may from
                time to time stipulate;

            


    

    
      	 	
              k.

            	
              That
                unless otherwise specified the rates for discounting the bills will
                be the
                same rate which is applicable to advances granted to the Borrower
                against
                stocks;

            


    

    
      	 	
              l.

            	
              That
                the Bank shall be entitled to
                chare:

            


    

    
      	 	
              i.

            	
              Service
                charge on the amount of each bill and out-of-pocket expenses towards
                registration, postal charges etc. per instrument as per the Bank’s
                schedule of standard charges in force from time to time;
                and

            


    

    
      	 	
              ii.

            	
              Overdue
                interest on bills from the due to the date of payment and in the
                case of
                returned bills from the due date to the date of reimbursement at
                the rates
                prescribed by the Bank from time to time. Provided always the Bank
                a its
                discretion shall be entitled to revise the aforesaid charges from
                time to
                time;

            


    

    
      	 	
              m.

            	
              The
                Bank may send the bills either by registered acknowledgement due
                post or
                registered post or ordinary post or by any courier service, as is
                decided
                by the Bank in its discretion to any of its own offices or to any
                of the
                scheduled banks reference being to Schedule II of the Reserve Bank
                of
                India act, 1934) or other commercial bank and/or co-operative bank
                or
                directly to the drawees at the Borrower’s risk and responsibility as to
                the losses if any on the bills or the proceeds of the bills or of
                the
                goods represented by the bills due to any cause whatsoever and the
                Borrower agrees to hold the Bank harmless and indemnified from and
                against
                all consequences that may arise from is doing so and form and against
                all
                losses, charges and expenses in sending the bill accepted under these
                arrangements in the manner
                aforesaid;

            


    

    
      	 	
              n.

            	
              Where
                the bills accepted for collection are drawn on central/state government
                departments/agencies and/or public sector undertakings and/or railways
                and/or other parties and/or Borrower’s customers accompanied by either
                railway receipt, shipping documents or other documents evidencing
                title to
                goods like motor receipts or receipt notes, take delivery notes receipted
                challans or inspection notes in cases where the railway receipts,
                shipping
                documents or motor receipts have been forwarded/direct to the concerned
                drawees/consignees and offered by the Borrower to the Bank for collection
                the Borrower shall deposit with the Bank copies or the relevant documents
                along with the bills signed by the Borrower and invoices evidencing
                dispatch of goods to the parties mentioned
                therein;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              o.

            	
              Where
                at the request of the Borrower the Bank ha agreed to include in the
                facilities granted under this Agreement credit sales made by the
                Borrower
                to the customers of the Borrower whereby finished goods are directly
                sent
                to the customers at their requests and copies of the relative invoices
                with or without receipted challans or accepted delivery notes, receipts
                notes, inspection notes, are tendered by the Borrower to the Bank
                as
                evidencing dispatch of finished goods and where under such circumstances
                or any other circumstances the Borrower receives payment of the bills
                the
                Borrower shall immediately deposit the proceeds of the bills and
                the sale
                proceeds of the goods covered by invoices directly received by the
                Borrower or the agents of the Borrower whether in cash or by cheques
                or by
                any other mode of payment in the said account(s) with the Bank towards
                payment of the outstandings in respect of the advances granted on
                the
                evidence of such invoices;

            


    

    
      	 	
              p.

            	
              The
                Borrower shall repay the Bank’s advances within such number of days as may
                be stipulated by the Bank of the utilization of the advances by the
                Borrower on each occasion whether or not the payment of the said
                bills/invoices is received by the Borrower or if the bills are returned
                unpaid for any reason whatsoever the Borrower shall reimburse the
                Bank
                immediately on receipt of the Bank’s
                advice;

            


    

    
      	 	
              q.

            	
              The
                Borrower shall indemnify the Bank and keep the Bank harmless and
                indemnified at all times against all losses, damages, actions, costs
                (as
                between Advocate and client) charges or expense which may be made
                against
                or sustained or incurred by the Bank (and whether paid by the Bank
                or not)
                as a result of or in consequence of the Bank having agreed to
                purchase/negotiate/discount/collect the said bills as also as a result
                of
                or in consequence of the Bank through any of its offices or correspondents
                in India and elsewhere guaranteeing any irregularities or discrepancies
                that may be existing in the documents relating to the said bills
                in
                connection therewith.

            


    

    
      	 	
              r.

            	
              The
                Bank shall have first and paramount lien on the bills and the moneys
                received thereunder and the goods in course of transit covered by
                the
                documents of title to goods or other documents which purport to represent
                rights of title to goods accompanying the bills shall remain pledged
                to
                the Bank and irrespective of its rights as a pledge of such goods
                in case
                of any dispute the Bank shall also have the banker’s lien on all bills,
                goods, securities, documents and moneys belonging or purporting to
                belong
                to the Borrower for all moneys claims and demands due or to become
                due
                from the Borrower to the Bank;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              s.

            	
              In
                case the bills/invoices are passed for payment for a reduced amount,
                the
                Borrower authorizes the Bank to accept such reduced payment and the
                Borrower shall make good the shortage or any loss arising therefrom
                and
                the Bank will not be responsible in any manner
                whatsoever;

            


    

    
      	 	
              t.

            	
              Where
                the drawees return unpaid the bills/invoices to the Borrower direct,
                the
                Borrower shall immediately on receipt thereof return the bills/invoices
                to
                the Bank and the Bank’s acceptances thereof shall be without prejudice to
                its right of recovery of the amounts covered by the bills/invoices
                from
                the Borrower.

            


    

    
      	 	
              44.

            	
              In
                respect of advances granted by the Bank to the Borrower by way of
                drawee
                bills acceptance limit and/or drawee bills discounting limit wherein
                usance bills drawn on the Borrower by the suppliers of goods and
                accepted
                by the Borrower are lodged with the Bank for discounting, the Borrower
                hereby agrees and covenants with the Bank as
                under:

            


    

    
      	 	
              a.

            	
              The
                Borrower hereby confirms that at the request of the Borrower the
                Bank has
                agreed in its sole and absolute discretion to discount usance bills
                with
                usance ordinarily not exceeding 90 days, drawn on the Borrower by
                the
                suppliers of goods and accepted by the Borrower for an amount at
                any time
                not exceeding the drawee bills discounting limit granted within the
                overall limit (hereinafter referred to as “the
                bills’).

            


    

    
      	 	
              b.

            	
              Whenever
                the Borrower requires the Bank to discount the bills, the Borrower
                shall
                lodge with the Bank the bills together with the original and/or copies
                of
                invoices and the receipted delivery challans evidencing the supply
                to the
                Borrower of the goods drawn by the drawers of the bills (hereinafter
                called “the Suppliers”).

            


    

    
      	 	
              c.

            	
              The
                Borrower hereby confirms and declares that the amounts represented
                by the
                Bills drawn on the Borrower by the Suppliers will be due and owing
                by the
                Borrower to the Suppliers and that the goods represented by the invoices
                accompany the Bills will have been duly ordered and received by the
                Borrower and that the amounts of such bills will be paid by the Borrower
                to the bank at maturity.

            


    

    
      	 	
              d.

            	
              The
                Borrower declares and confirms that on the Bank discounting the Bills
                the
                Bank will have good title thereto and will be entitled to have the
                Bills
                rediscounted with Reserve Bank of India, Discounted and Finance House
                of
                India Limited, any scheduled commercial bank or any other approved
                financial institution or otherwise deal with the Bills as the holder
                thereof.

            


    

    
      	 	
              e.

            	
              The
                Borrower further confirms that notwithstanding anything to the contrary
                contained in ay documents or letters written by the Borrower to the
                Suppliers or by the Suppliers to the Borrower, the Borrower shall
                be
                irrevocably, absolutely and unconditionally liable to pay to the
                Bank the
                amounts of the Bills discounted with the Bank at the maturity of
                such
                Bills.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              f.

            	
              The
                Borrower agrees, declares and confirms that the Borrower will be
                liable to
                the Bank as aforesaid on the Bills and that the Bank shall be entitled
                to
                enforce all its rights against the Borrower as the holder of such
                bills
                and that the Borrower shall continue to be so liable notwithstanding
                any
                claim, right, dispute or litigation arising or which may arise between
                the
                Borrower and the Suppliers/drawers.

            


    

    
      	 	
              g.

            	
              The
                Borrower agrees and confirms that on the acceptance of the Bills
                by the
                Borrower and as the same being discounted by the Bank, the proceeds
                thereof shall be paid by the Bank to the Suppliers by means of bankers
                cheque or by any other means as may be deemed fit by the
                Bank.

            


    

    
      	 	
              h.

            	
              The
                amount of discount/commission/or exchange at the same rate as applicable
                to the discounting of drawer bill or such other rate as may be decided
                by
                the Bank, as the case may be, will be recovered by the Bank by debit
                to
                the cash credit account of the Borrower at the front end, i.e., at
                the
                time of discounting the Bills.

            


    

    
      	 	
              i.

            	
              Although
                the amount of the Bills is payable by the Borrower at maturity of
                the
                Bills, the Borrower shall provide adequate funds in the cash credit
                account to enable the Bank to recover the same by debit to the cash
                credit
                account of the Borrower in the event of non-payment thereof by the
                Borrower on the due date.

            


    

    
      	 	
              45.

            	
              Notwithstanding
                any of the provisions of the Contract Act or any other law in respect
                of
                advances against accepted usance bills where the bills are drawn
                by the
                Borrower and accepted by the drawees the Borrower agrees that the
                subsequent credit to the account(s) under these facilities, unless
                specifically apportioned by the Borrower or the Bank to the discharge
                of
                any particular bill, will not discharge the debt represented by such
                bills.

            


    

    
      	 	
              46.

            	
              The
                Borrower hereby declares that bills shall not be drawn on any of
                the
                Borrower’s branches nor on any firm in which the Borrower has any
                proprietary partnership or other interest and that if on any occasion
                or
                occasions the Bank in its sole discretion accepts such bulls for
                collection and makes advances there against the same shall not be
                deemed
                as the Bank having agreed to accept thereafter other bills of such
                nature.

            


    

    
      	 	
              47.

            	
              The
                Borrower undertakes that all bills and documents tendered by the
                Borrower
                to the Bank shall represent genuine sales transactions covering movement
                of goods represented by the railway receipts or truck receipts or
                shipping
                or other documents accompanying such bills that the amounts of such
                bills
                shall truly represent the value of the goods so transported/shipped
                and
                that every such bills tendered by the Borrower to the Bank shall
                be in
                respect of execution of definite orders received by the
                Borrower.

            


    

    
      	 	
              48.

            	
              In
                respect of advances granted by the Bank to the Borrower for the purpose
                of
                the business of the Borrower of leasing or hire-purchase the Borrower
                agrees and covenants with the Bank as
                under:

            


    

    
      	 	
              a.

            	
              The
                monies advanced by the Bank to the Borrower for hire of vehicles
                shall be
                utilized for acquisition of machinery, equipment, vehicles and such
                other
                movable assets as may be the subject matter of leasing and hire purchase
                and which shall be hypothecated to the
                Bank.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              b.

            	
              Before
                availing of any advance, the Borrower shall deposit with the Bank
                the
                original agreement of lease and/or hire-purchase in respect of the
                hypothecated assets. The Borrower shall also deposit with the
                Bank:

            


    

    
      	 	
              i.

            	
              Copies
                of invoices; and

            


    

    
      	 	
              ii.

            	
              Letters
                confirming that the hypothecated assets are covered for comprehensive
                risks for the entire period of the
                Agreement.

            


    

    
      	 	
              c.

            	
              The
                Borrower undertakes to provide the Bank in respect of vehicles
                hypothecated to the Bank with all particulars of registration entered
                in
                the registration book of the hypothecated vehicle by the relevant
                road
                transport authority including the entry to the effect that the interest
                of
                the Borrower is duly recorded in the registration book. Such particulars,
                certified by the Borrower to be rue particulars, shall be lodged
                with the
                Bank within 60 (sixty) days of presenting the relative agreements
                of lease
                and/or hire purchase to the Bank.

            


    

    
      	 	
              d.

            	
              The
                amount of instalments received by the Borrower from the lessees and/or
                the
                hirers will as and when received be forthwith paid by the Borrower
                to the
                credit of the relevant account.

            


    

    
      	 	
              e.

            	
              The
                Borrower undertakes not to enter into any lease and/or hire purchase
                agreements without satisfying themselves about the financial status
                of the
                lessees and/or hirers and their capacity to pay instalments and without
                verifying the statements made by the lessees and/or hirers in their
                proposal forms. The Borrower shall give the hypothecated assets on
                leases
                and/or hire-purchases only after obtaining from the lessees and/or
                hirers
                the proposal forms and the agreements of lease and/or hire-purchase
                duly
                signed by them. The Borrower shall no vary the terms or wording of
                the
                proposal form and/or the lease agreements and/or hire-purchase agreements
                without the prior consent of the Bank and should the Borrower contravene
                the terms of this clause, the Bank shall have the right to terminate
                this
                Agreement and decline to finance the Borrower further. The Bank retains
                the rights to decline to accept for making advances any lease and/or
                hire-purchase agreements executed by any lessees and/or hirers without
                assigning any reasons for such
                non-acceptance.

            


    

    
      	 	
              f.

            	
              The
                Borrower undertakes to see that the lessees and/or hirers discharge
                their
                obligations under the lease and/or hire-purchase agreements executed
                by
                them without any prejudice to the rights of the Bank and any failure
                on
                the part of the lessees and/or hirers to carry out their obligations
                shall
                be promptly reported to the Bank. In the event of any failure or
                default
                in payment of the advance or any part thereof, insolvency or winding-up
                or
                liquidation of the lessees and/or hirers or any of them, or termination
                of
                the said lease and/or hire purchase agreements, the Borrower undertakes
                to
                repay the advance made and outstandings in respect thereof at the
                time of
                such failure, default, insolvency, winding-up or liquidation without
                the
                Bank being obliged either to take steps to recover the amount from
                the
                Lessees and/or hirers or to exhaust the
                security.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              g.

            	
              The
                Borrower agrees, declares, confirms and affirms that the Bank shall
                be at
                liberty to fix and/or revise drawing power in the relevant cash credit
                account each month by suitably reducing the drawing power in respect
                of
                instalments/rentals due during the month or adding the amounts of
                instalments/rentals relating to fresh advances, if any, granted.
                Provided
                always that the drawing power shall be allowed only against hypothecated
                assets leased and/or hired under the lease and/or hire purchase agreements
                and the relative receivables till such time as suitable security
                documents
                as desired by the Bank have been executed by the Borrower. provided
                further that no drawing power shall be allowed against hypothecated
                assets
                which are found to be second hand. And provided further that the
                drawing
                power shall be restricted to such per cent of the value of the
                hypothecated assets or the value of the relating rentals or receivables
                accruing to the Borrower within such period as may be prescribed
                by the
                Bank from time to time.

            


    

    
      	 	
              h.

            	
              He
                Borrower undertakes and assures the Bank that the monthly instalments
                in
                respect of all the agreements of lease and/or hire purchase deposited
                with
                the Bank are/or will be duly paid as and when
                due.

            


    

    
      	 	
              i.

            	
              In
                the event of the Borrower or any lessee and/or hirer of the hypothecated
                assets terminating the relative lease and/or hire-purchase agreement,
                the
                Borrower undertakes to notify immediately the Bank of such termination
                and
                the Borrower undertakes forthwith to pay the Bank the total amount
                of
                instalments then outstanding under the terminated lease and/or
                hire-purchase agreement to the Bank together with
                interest.

            


    

    
      	 	
              j.

            	
              The
                Borrower shall keep and maintain a proper register of assets leased
                ad/or
                hired by them showing therein full and correct particulars of assets
                leased and/or hired by them, the price of such assets and sales tax
                thereon, the name of the lessee and/or hirer to whom each of such
                assets
                is given on lease and/or hire, the instalments agreed to and amounts
                of
                instalments received. The said register and all books of accounts
                maintained by the Borrower in respect of all lease and/or hire-purchase
                agreements shall be open for inspection at all times by the manager,
                auditor, inspector or any other officer of the Bank. The Borrower
                shall
                once a month, in a form approved by the Bank, submit to the Bank
                a
                statement before the 5th
                day of every month in respect of the previous month giving details
                of the
                instalment due under each lease and/or hire-purchase agreements which
                have
                been deposited with the Bank and giving such other particulars as
                may be
                required by the Bank.

            


    

    
      	 	
              k.

            	
              The
                Borrower agrees, declares, confirms and affirms that the outstandings
                in
                the relevant account shall at all times be fully covered by the value
                of
                the hypothecated assets less the stipulated margins. If at any time,
                the
                drawing power yielded by the hypothecated assets held by the Borrower
                falls below the amount borrowed, the Borrower shall forthwith adjust
                such
                excess borrowings under advice to the Bank. the Borrower shall submit
                to
                the Bank at monthly intervals statements showing the total outstandings
                against lease and/or hire purchase agreements (separately) entered
                into by
                the Borrower adding thereto the fresh lease and/or hire purchase
                agreements entered into by it and reducing the instalments and/or
                rentals
                received form the lessee and/or hirers during the relative month.
                The
                Borrower shall indicate in the monthly statements separately the
                overdue
                instalments/rentals if any, under the lease and/or hire-purchase
                agreements.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              l.

            	
              The
                Borrower undertakes to get in respect of the vehicles registered
                in the
                name of the lessees and/or hirers an endorsement in the respective
                certificate of registration that the vehicle is under lease and/or
                hire
                purchase agreement with the Borrower. The Borrower shall not cancel
                such
                endorsement the certificate of registration of the vehicle until
                the
                advances made by the Bank against the vehicle are paid in full to
                the
                Bank. All charges of registration, payment of any taxes, licence
                fees or
                insurance premia on the vehicle(s) or any charge for upkeep or repairs
                or
                maintenance shall be that of the lessee and/or hirers or the Borrower
                and
                the Bank shall not be called upon or be bound to pay such charge
                sunder
                any circumstances. The Borrower hereby agrees to indemnify the Bank
                and/r
                any of its officer, servants or agents against loss by reason of
                damage or
                destruction or loss of the hypothecated assets or any of them from
                any
                cause whatsoever or by reason or by reason of all claims whatsoever
                by
                third parties in respect of the
                same.

            


    

    
      	 	
              m.

            	
              The
                Borrower shall not avail of any advance from any other bank or from
                any
                other person on the assets hypothecated and charged to the Bank and
                the
                Borrower and/or lessees and/or hirers shall not have or be deemed
                to any
                authority to create a lien or charge upon the hypothecated asset
                s in
                respect of any repairs, alterations or additions
                thereto.

            


    

    
      	 	
              n.

            	
              The
                Borrower doth hereby lastly agree that the Borrower will at any time
                on
                demand by the Bank execute at the cost in all respect of the Borrower
                (a)
                assignments in favour of the Bank of all or any of the lease and/or
                hire-purchase agreements deposited by the Borrower with the Bank
                in
                respect of the hypothecated assets in such forms as the Bank may
                require
                and will also sign and give notices of such assignments to the lessees
                and/or hirers or other persons concerned and (b) irrevocable power
                of
                attorney authorizing the Bank to recover the instalments, purchase
                price,
                interest and all other moneys payable under the relevant lease and/or
                hire-purchase agreements and to have and exercise all the rights
                authorities of the Borrower under such agreements and to file suits
                for
                the purpose, such power to be in the form required by the
                Bank.

            


    

    
      	 	
              49.

            	
              The
                Borrower agrees, declares, affirms and confirms that notwithstanding
                any
                of the provisions of the Contract Act or any other law, on any terms
                and
                conditions to the contrary contained in this Agreement and/or any
                security
                documents any payment made by the Borrower to the Bank unless otherwise
                agreed to by the Bank in writing be appropriated by the Bank in the
                manner
                following:

            


    

    
      	 	
              a.

            	
              Firstly
                towards costs, charges, expenses and other moneys, due and payable
                or
                becoming due and payable to the
                Bank.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              b.

            	
              Secondly
                towards interest due and payable and/or accruing due and payable
                to the
                Bank; and

            


    

    
      	 	
              c.

            	
              Lastly
                towards repayment of the amount of any instalment(s) of the principal
                sum
                due and payable or becoming due and payable to the Bank; All the
                aforesaid
                amounts having become due and payable and/or becoming due and payable
                by
                the Borrower to the Bank under this Agreement and/or under any of
                the
                security documents executed between the Borrower and the Bank whether
                the
                recovery thereof has or has not become barred by any law in force
                for the
                time being as to the limitation of
                suits.

            


    

    
      	 	
              50.

            	
              The
                Bank shall not be responsible for any damage caused to goods, movables
                and
                other assets in course of transit covered by the bills accepted by
                the
                Bank as security or for loss of the goods, movables and other assets
                or
                for delayed delivery short delivery or wrong delivery of goods, movables
                and other assets, or for delayed or wrong presentation of bills to
                paying
                authorities or drawees for any reason whatsoever and incase the bills
                are
                sent for collection direct to other banks or bankers or government
                departments/agencies/institutions or quasi-government bodies/public
                sector
                undertakings/railways or other parties or the Borrower’s customers the
                Bank shall not be responsible for the non-receipt by it of the remittance
                representing the proceeds of the bills and the relative bills will
                be
                collected entirely at the Borrower’s risk and responsibility. The Borrower
                shall be responsible for the costs and charges incurred by the collecting
                bank or bankers in this behalf and shall pay the Bank these costs
                and
                charges.

            


    

    
      	 	
              51.

            	
              The
                Bank may at any time whether a demand for the payment of any money
                for any
                account has been made or not call upon the Borrower to give possession
                of
                the goods, movables and other assets hypothecated to the Bank and
                the
                Borrower declares that on the Borrower doing so the goods, movables
                and
                other assets shall stand pledged to the Bank without in any manner
                affecting the rights of the Bank under the security documents executed
                in
                favour of the Bank.

            


    

    
      	 	
              52.

            	
              (a)
                That in respect of the credit facilities by way of term loans granted
                by
                the Bank to the Borrower, the Borrower shall repay the amount of
                the
                principal together with interest, costs, charges, expenses and other
                monies due to the Bank by such instalments and on such dates as may
                be
                stipulated by the Bank from time to time until the entire amounts
                due
                under the term loans facilities have been repaid. If there is any
                default
                in payment of any one of such instalments n due date the agreement
                to
                receive payment by instalments shall stand determined at the option
                of the
                Bank and the Bank shall be at liberty to demand payment of and the
                Borrower shall be bound and liable to pay forthwith on such demand
                the
                balance amount due to the Bank. (b) that in respect of all other
                credit
                facilities granted by the Bank to the Borrower, the Borrower shall
                pay to
                the Bank forthwith on demand by the Bank the balance or balances
                then
                outstanding and owing to the Bank under any of the Borrower’s account or
                accounts in respect of such credit facilities together with interest
                costs
                charges and expenses due in respect
                thereof.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                53.

              	 


      

      
        
          
            	
                  	a.	
                    The
                      Borrower irrevocably constitutes and appoints the Bank to be
                      the
                      Borrower’s true and lawful attorney to do and execute for an in the
                      name
                      and on behalf of the Borrower and where the Borrower is more
                      than one
                      individual jointly and severally, all or any of the following
                      acts, deeds
                      and things, that is to
                      say:

                  


          

        

      

      
        
          
            	
                  	
                    i.

                  	
                    To
                      take over and carry on the business of the Borrower and complete
                      engagements and contracts;


                  


          

        

      

      
        
          
            	
                  	
                    ii.

                  	
                    To
                      sign, register, file any application forms, contracts, agreements,
                      transfers, acceptance, receipts, acquittances, returns and
                      any other
                      documents and to sign and endorse all cheques, promissory notes,
                      bills of
                      exchange, bills of lading, dividend mandates or other orders
                      for payment
                      of money or delivery of
                      property;

                  


          

        

      

      
        
          
            	
                  	
                    iii.

                  	
                    To
                      sell, transfer, sign or deal with any goods, movables and other
                      assets;

                  


          

        

      

      
        
          
            	
                  	
                    iv.

                  	
                    To
                      demand and receive all debts, sums of money, principal money,
                      dividends,
                      interest and dues of whatever
                      nature;

                  


          

        

      

      
        
          
            	
                  	
                    v.

                  	
                    To
                      appoint selling agents and if necessary to undertake new kinds
                      of
                      activity;

                  


          

        

      

      
        
          
            	
                  	
                    vi.

                  	
                    To
                      realize all the assets whether movable or immovable including
                      the goodwill
                      of the business;

                  


          

        

      

      
        
          
            	
                  	
                    vii.

                  	
                    If
                      considered proper, to wind up the Borrower’s
                      business;

                  


          

        

      

      
        
          
            	
                  	
                    viii.

                  	
                    To
                      tender contract for purchase, accept and sign the transfer
                      into the name
                      of the Borrower of any securities, shares, stocks, debentures,
                      funds or
                      any other securities, to apply for and accept allotment of
                      any shares and
                      securities and to sell, endorse, negotiate, transfer and assign
                      any
                      securities, shares, stocks, debentures, funds, and other securities
                      which
                      now or shall hereafter stand in the name of the Borrower or
                      to which the
                      Borrower is now or may at any time hereafter be entitled to
                      demand,
                      receive and collect interest and dividend due or to accrue
                      due on any such
                      securities, shares, stocks, debentures, funds and other securities
                      and
                      apply the proceeds of such sale, endorsement, transfer, negotiations
                      and
                      assignment and the recovery o any interest and dividend in
                      satisfaction of
                      any monies due by the Borrower to the Bank and to endorse and
                      transfer all
                      or any such securities, shares, stocks, debentures, funds and
                      other
                      securities which may from time to time or at any time be in
                      the possession
                      of the Bank whether for safe custody or otherwise or held by
                      the Bank as
                      security for any money payable to the Bank by the Borrower
                      in respect of
                      any account or general balance of account or
                      otherwise;

                  


          

        

      

      
        	
              	
                ix.

              	
                To
                  appoint a proxy or proxies for the purpose of representing the
                  Borrower
                  and voting in meeting or meetings of any company or corporation
                  in which
                  the Borrower holds any shares, debentures, stocks,
                  etc.

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    
      	 	
              x.

            	
              To
                deal with the assessment of the Borrower in respect of income tax,
                super
                ax, wealth tax, gift tax, expenditure tax, capital gains tax and
                any other
                taxes on income revenue or capital and levy of customs and/or excise
                duties and to apply for and to receive refunds of any such tax or
                taxes or
                levy or levies.

            


    

    
      	 	
              xi.

            	
              To
                attend and represent the Borrower before any authority or tribunal
                and for
                that purpose to sign, execute and deliver all such documents and
                make all
                such declaration as may be
                necessary;

            


    

    
      	 	
              xii.

            	
              Generally
                to act in the premises as fully and effectually with all intents
                and
                purposes and to do all things as are necessary and which the Borrower
                would do if personally present;

            


    

    
      	 	
              xiii.

            	
              For
                all and any of the purposes aforesaid to appoint a substitute or
                substitutes;

            


    

    
      	 	
              b.

            	
              the
                Borrower hereby ratifies and confirms all the acts, things, deeds
                performed or to be performed by the Bank or its nominees or substitutes
                in
                pursuance of any of the aforesaid powers and the powers hereby conferred
                shall not be determined or affected Borrower the fact of the Borrower
                acting personally or through another in the
                premises.

            


    

    
      	 	
              c.

            	
              the
                powers vested in the Bank shall be irrevocable and subsist in favour
                of
                the Bank till all the dues of the Borrower to the Bank are fully
                satisfied.

            


    

    
      	 	
              d.

            	
              the
                aforesaid powers under this clause may be exercised by the Bank in
                its
                sole discretion but the exercise of the powers is not obligatory
                on the
                Bank.

            


    

    
      	 	
              54.

            	
              The
                security created and indemnities and undertakings given herein and/or
                by
                the security documents executed in favour of the Bank for various
                credit
                facilities shall operate as continuing security and/or indemnities
                and/or
                undertakings for all moneys, indebtedness and liabilities of the
                Borrower
                under such credit facilities and will operate as security and/or
                indemnities and/or undertakings for the ultimate balance or aggregate
                balance with interest thereon and costs, charges and expenses if
                any to
                become payable upon the account(s) to be opened and the said account(s)
                is/are not closed and is/are not to be considered to be closed for
                the
                purpose of such security and/or indemnity and/or undertaking and
                the
                security and/or indemnity and/or undertaking is not to be considered
                exhausted merely by reason of the said account(s) being closed and
                fresh
                accounts being opened in respect of fresh credit facilities being
                granted
                within the overall limit sanctioned to the Borrower or either or
                any of
                them being brought to credit at any time or from time to time or
                any
                partial payments made thereto or any fluctuations of such account(s)
                and
                if the whole of the Bank’s duties dues shall be repaid and the whole of
                the security be withdrawn the account(s) or either or any of them
                may
                nevertheless at any time before such account(s) has or have been
                closed,
                be continued under this Agreement upon the security as aforesaid
                being
                again furnished.

            


    

    
      	 	
              55.

            	
              In
                respect of the credit facilities granted or to be granted by the
                Bank by
                way of term loans either in Indian or foreign currencies the Borrower
                agrees and declares that notwithstanding anything contained herein
                or in
                any other security documents the entire amounts of the term loans
                or the
                balances then due shall, if so decided by the Bank, become forthwith
                due
                and payable by the Borrower to the Bank, upon the happening of any
                of the
                following events and the Bank shall be entitled to enforce its
                security:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              a.

            	
              Any
                instalments of the principal remaining unpaid for a period exceeding
                one
                month after the due date for payment thereof has
                expired;

            


    

    
      	 	
              b.

            	
              Any
                interest remaining unpaid and in arrears for a period of one month
                after
                the same have become due whether demanded or
                not;

            


    

    
      	 	
              c.

            	
              The
                Borrower committing any breach or default in the performance or observance
                of any of the covenants contained in these present and/or the Borrower’s
                proposal and/or the security documents or any other term or condition
                relating to the term loans;

            


    

    
      	 	
              d.

            	
              The
                Borrower entering into any arrangement or composition with the Borrower’s
                creditors or committing any act of
                insolvency;

            


    

    
      	 	
              e.

            	
              Any
                execution or distress being enforced or levied against the whole
                or any
                part of the Borrower’s property;

            


    

    
      	 	
              f.

            	
              On
                a winding up petition being filed or the Borrower being a limited
                company
                going into liquidation (except for the purpose of amalgamation or
                reconstruction);

            


    

    
      	 	
              g.

            	
              A
                receiver being appointed in respect of the whole or any part of the
                property of the Bank;

            


    

    
      	 	
              h.

            	
              The
                Borrower ceasing, or threatening to cease, to carry on
                business;

            


    

    
      	 	
              i.

            	
              The
                occurrence of any circumstance which is prejudicial to or impairs,
                imperils or depreciates or which is likely to prejudice, impair,
                imperil
                or depreciate the security given to the Bank;
                and

            


    

    
      	 	
              j.

            	
              The
                occurrence of any event or circumstance which prejudicially or adversely
                affect in any manner the capacity of the Borrower to repay the amount
                due
                under the term loans. On the question whether any of the above events
                has
                happened, the decision of the Bank shall be conclusive and binding
                on the
                Borrower. Provided always that the Bank may in its discretion refrain
                from
                forthwith enforcing its rights under this Agreement in site of the
                happening of any of the contingencies aforesaid and provided further
                that
                the failure or deal by the Bank in exercising any right, power or
                privilege hereunder or under any of the security documents shall
                no
                impair/extinguish the same or operate as waiver of the same nor shall
                any
                single or partial exercise of any right, power or privilege preclude
                any
                further exercise of the same or the exercise of any other right,
                power or
                privilege. The rights and remedies provided herein and in the security
                documents are cumulative and not exclusive of any rights and remedies
                provided by law.

            


    

    
      	 	
              56.

            	
              In
                respect of the credit facilities granted or to be granted by way
                of term
                loans or such facilities/liens of credit as may be granted in foreign
                currencies (hereinafter referred to as foreign currency loans), the
                Borrower hereby agrees and covenants with the Bank as
                under:

            


    

    
      	 	
              a.

            	
              The
                Bank may, without prejudice to any of the rights as may be available
                to
                the Bank under any other agreement, remit the instalments under the
                foreign currency loans by debiting the rupee equivalents of such
                instalments, as and when falling due, converted at such rate of exchange
                as may be ruling at the material time as between the concerned foreign
                currency and Indian Rupee and the Borrower hereby indemnifies the
                Bank
                against any claim or claims, loss or losses or damages, actions,
                costs and
                expenses whatsoever which may be brought or made against or sustained
                or
                incurred by the Bank (and whether paid by the Bank or not) or which
                the
                bank may become liable in making such remittances;
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              b.

            	
              In
                the event of the Borrower defaulting in effecting the remittance
                of any of
                the instalments falling due under the foreign currency loans, the
                Bank
                may, without prejudice to any other remedy or without being obliged
                to do
                so, shall be entitled to debit the Rupee equivalent of the said instalment
                (converted at such rate of exchange as may be ruling at the material
                time
                as between the concerned foreign currency and Indian rupee) to any
                cash
                credit/overdraft account of the Borrower opened or to be opened with
                the
                Bank and all such amounts so debited shall be charged with interest
                as
                applicable to the said account as provided in clause No. 14
                above;

            


    

    
      	 	
              c.

            	
              Such
                remittances made by the Bank shall not absolve the Borrower protanto
                from
                his liability under the foreign currency loans nor shall they be
                deemed,
                in so far as the Borrower’s liability to the Bank and the relative
                security charged therefore in favour of the Bank are concerned, to
                reduce
                the outstandings under the foreign currency loans to the extent of
                the
                defaulted amounts of instalments so remitted by the Bank and
                notwithstanding the remittances so made, the Bank reserves the right
                of
                set off or other legal remedies as against the Borrower according
                to the
                law of the country where such foreign currency loans have been made
                available.

            


    

    
      	 	
              57.

            	
              In
                respect of the facilities granted by the Bank by issue of letters
                of
                credit, guarantees including deferred payment guarantees and indemnities
                whether in Indian or foreign currencies, the Borrower hereby agrees
                and
                covenants with the Bank as under:

            


    

    
      	 	
              a.

            	
              To
                indemnify the Bank against any claim or claims, loss or damage actions
                costs (as between Advocate and client), charges and expenses whatsoever
                which may be brought or made against or sustained or incurred by
                the Bank
                (and whether paid by the Bank or note) or which the Bank may become
                liable
                under or in respect of such letters of credit guarantees and
                indemnities;

            


    

    
      	 	
              b.

            	
              The
                Bank may in its sole absolute and unqualified discretion and without
                reference to the Borrower and without the Bank being required to
                ascertain
                whether or not there was any breach on the part of the Borrower of
                the a
                executed between the Borrower and the beneficiaries in whose favour
                the
                guarantees and/or indemnities are or were executed by the Bank and
                without
                the Bank being required to into the validity or otherwise of the
                demand
                for payment made against the Bank and notwithstanding any directions
                to
                the contrary given by the Borrower or any other person on the ground
                or
                dispute as to the liability of the Borrower or otherwise admit or
                compromise and pay or submit to arbitration or dispute or resist
                any claim
                or demand made against the Bank under or in respect of such guarantees
                and
                indemnities, the counter-indemnity/guarantee contained herein of
                the
                Borrower being available to the Bank in respect of any action or
                payment
                which the Bank may take or make; and


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              c.

            	
              In
                the event of any payment being made by the Bank pursuant to any letter
                of
                credit, guarantee/indemnity issued by the Bank on behalf of the Borrower,
                the Bank without prejudice to any other remedy it may have shall
                be
                entitled to debit the said payment to any account of the Borrower
                opened/to be opened with the Bank and all such amounts unless adjusted
                against any cash margin available and properly applicable to the
                said
                letter of credit, guarantee/indemnitee shall also be charged with
                interest
                as applicable to the account in which they are debited as provided
                in
                clause no. 14 above.

            


    

    
      	 	
              58.

            	
              If
                the Borrower be more than one individual all shall be bound hereunder
                jointly and severally or if a firm or members of a firm, such firm
                and all
                such members and all the members thereof, from time to time, shall
                be
                bound hereunder jointly and severally notwithstanding any changes
                in the
                constitution or style thereof and whether such firm consist of or
                be
                reduced to one individual at any time and that the Borrower be more
                than
                one individual at any time, any notice served on any such one individual
                shall be deemed to be service of such notice on all such
                individuals.

            


    

    
      	 	
              59.

            	
              Any
                notice or communication or demand by the Bank in writing to the Borrower
                under this a or any security documents shall be deemed to have been
                duly
                given to the Borrower by sending the same by post addressed to the
                Borrower at the address notified by the Borrower and such notice
                or
                communication or demand shall be deemed to have been received by
                the
                Borrower four days after the date of posting thereof and shall be
                sufficient if signed by any officer of the Bank and in proving such
                service it shall be sufficient if it is established that the envelope
                containing such notice, communication or demand was properly addressed
                and
                put into the post office.

            


    

    
      	 	
              60.

            	
              The
                Borrower shall bear and pay all costs, charges and expenses (between
                Advocate and Client) including stamp duty registration and other
                charges
                payable in respect of this a and also in respect of other security
                documents to be executed between the parties hereto as stipulated
                in this
                a and if any penalty or charges are paid or become payable by the
                Bank,
                the Borrower shall pay to the Bank the amount thereof with interest
                thereon at the rate aforesaid forthwith on demand by the
                Bank.

            


    

    


    IN
      WITNESS WHEREOF the parties hereto have executed these presents the day and
      year
      first hereinabove written.

    


    COMMON
      SEAL of Universal Biofuels Private Ltd. was hereunto affixed pursuant to a
      resolution of the Board of Directors of the said company passed in that behalf
      on the sixth day of December, 2008 in the presence of Smt. Anita Chandran,
      Director.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              SIGNED
                by:

            	
              /s/
                Surendra Ajjarapu

            	
              Name:
                /s/ Smt. Anita Chandran, Director

            


    

    


    Department
      of the bank and as such one of the authorized officers of the said Bank for
      and
      on behalf of the bank