Sample Board Resolutions

The Chairman informed the Board that the Company has approached various Financial Institutions, Banks for financial assistance by way of Loans/facilities in respect of its Project to manufacture cement at District. The Chairman further informed the Board that in addition to the separate set of Board Resolutions for creation of a Joint Equitable Mortgage by deposit of Title Deeds, the company was required to pass a set of Board Resolutions for execution of certain Joint documentation in favour of :-

for securing the respective loans namely:-

in terms of their respective Letters of Sanction issued to the Company.

The Chairman further informed the Board that SBI, SB, CB, IB and IOB had sanctioned their respective loans in terms of their respective Letters of Sanction as mentioned herein below:-

A. SBI has agreed to lend and advance to the Company the SBI Loan vide their Letters of Sanction bearing No. dated the terms and conditions whereof were accepted by the Company vide its Letter bearing No. dated

B. SB has agreed to lend and advance to the Company the SB Loan vide their Letters of Sanction bearing No. dated the terms and conditions whereof were accepted by the Company vide its Letter bearing No. dated

C. CB has agreed to lend and advance to the Company the CB Loan vide their Letters of Sanction bearing No. dated the terms and conditions whereof were accepted by the Company vide its Letter bearing No. dated

D. IB has agreed to lend and advance to the Company the IB Loan vide their Letters of Sanction bearing No. dated the terms and conditions whereof were accepted by the Company vide its Letter bearing No. dated

E. IOB has agreed to lend and advance to the Company the IOB Loan vide their Letters of Sanction bearing No. dated the terms and conditions whereof were accepted by the Company vide its Letter bearing No. dated

it was therefore necessary to execute common and joint documents in favour of the Banks as specified in their respective Letters of Sanction :-

(a) A Common Loan Agreement incorporating the terms and conditions of sanction of SBI, SB, CB, IB and IOB;

(b) A Joint Deed of Hypothecation of the moveable assets of the Company pertaining to the Cement of the Company (save and except book debts and subject to the Charges over specified moveables created by the Company in favour of its Bankers for securing borrowings for working capital requirements)

(c) A Joint Deed of Undertaking to execute a Contributory Legal Mortgage in English form of all the moveable and immoveable properties of the Company, if so required by the Banks in favour of the Banks;

(d) A Joint Irrevocable Power of Attorney in favour of the Banks authorising the Banks to execute the said Contributory Legal Mortgage in their favour in case of default on the part of the Company to do so in such form and text as the Banks may require.

and other related documents in that behalf and requested the Board to pass the following Resolutions. After some discussions the following resoulutions were unanimoualy passed :-

RESOLVED:

(1) That the Company do execute jointly in favour of SBI, SB, CB, IB and IOB (hereinafter collectively referred to as "the Banks") in respect of the SBI Loan, the SB Loan, the CB Loan, IB and IOB Loan (hereinafter collectively referred to as "the Banks Loans") a Common Loan Agreement in sixtriplicate incorporating therein the terms and conditions of the Letters of Sanction respectively issued by SBI, SB, CB, IB and IOB, the draft of the Common Loan Agreement to be executed by the Company jointly in favour of the Banks placed before the meeting and initiated by the Chairman for identification be and the same is hereby approved and that any one of the following Directors namely Shri Shri and Shri be and they are hereby authorised severally to accept any modifications and changes thereto as may be required by the Banks.

(2) That the Company do execute in favour of the Banks a Joint Deed of Hypothecation, Hypothecating thereunder all the moveable assets of the Company pertaining to its Project situated at and except book debts but including moveable plant and machinery, machinery spares, tools and accessories and all other moveables subject to the prior Charges created and/or to be created in favour of the Company's Bankers over stocks of raw materials, stock in trade, stock in process semi finished and finished goods, stores and spare parts not relating to the plant and machinery and book debts in favour of the Company's Bankers for securing borrowings for working capital requirements, to secure unto the Banks, the Bank Loans as aforesaid together with interest thereon at the respective agreed rates, compound/additional interest in case of default, commitment charges, liquidated damages, commission, premia on prepayment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the Banks as stipulated in the Common Loan Agreement dated the day of in six parts entered into by the Company with the Banks; the Charge under such Joint Hypothecation to rank pari passu with the Mortgages, Charges and securities created and/or to be created by the Company in favour of :-

A. The Industrial Credit And Investment Corporation of India Limited (hereinafter referred to as "ICICI") for its loan of lent and advanced and/or agreed to be lent and advanced by ICICI (hereinafter referred to as "the ICICI Loan");

B. Industrial Finance Corporation of India (hereinafter referred to as "IFCI") in respect of its Rupee Term Loan, of lent and advanced and/or agreed to be lent and advanced by IFCI (hereinafter referred to as "the IFCI Loan");

C. Industrial Development Bank of India (hereinafter referred to as "IDBI") in respect of its Rupee Term Loan of lent and advanced and/or agreed to be lent and advanced by IDBI (hereinafter referred to as "the IDBI Loan");

(3) That the Company do give a Joint Undertaking to the Banks to execute a Contributory Legal Mortgage in English form in favour of the Banks as and when called upon by the Banks on all the properties of the Company immoveable and moveable, present and future, including the lands, hereditaments and premises and the fixed plant and machinery, moveable machinery, machienery spares, tools and accessories, stocks of raw materials, stock in trade, goods-in process, semi-finished and finished goods, stores and spares not relating to plant and machinary and book debts, present and future, subject to the prior charges created and/or to be created in favour of the Company, Bankers on specified moveables for securing borrowings for working capital requirements and a floating charge on the entire Undertaking of the Company, uncalled capital, goodwill, book debts and other assets of the Company with power to the Banks to take over the management and control of the whole of the business, concern and undertaking of the Company in certain events, power to give on lease or on leave and licence on terms found satisfactory by the Banks and containing such other provisions, covenants and stipulations as may be required and also to execute a Pari Passu Inter-se Agreement to the effect that the Mortgages, Charges and securities created and/or to be created by the company in favour of ICICI, IDBI, IFCI, SBI, SB, CB, IB and IOB shall all rank pari passu interse without any preference or priority of one over the other or others of them for all purposes and to all intents and also to execute such other deeds and documents and to perform all such acts, deeds, matters and things as may be necessary or expedient for the purpose of securing the Banks Loan as aforesaid and providing for such other matters as the Banks may jointly and/or severally require.

(4) That the Company do also execute a Joint Irrovocable Power of Attorney in favour of the Banks authorising the Banks jointly and severally to execute on behalf of the Company in favour of the Banks a Contributory Legal Mortgage in English form, the said Pari Passu Interse Agreement and other allied deeds and documents as aforesaid.

(5) That the drafts of the-

(i) Common Loan Agreemeent;

(ii) Joint Deed of Hypothecation;

(iii) Joint Deed of Undertaking;

(iv) Joint Irrevocable Power of Attorney;

all to be executed by the Company jointly in favour of the Banks placed before the table and initiated by the Chairman for identification be and the same are hereby approved and that any one of the following Directors namely Shri Shri and Shri be and are hereby severally authorised to accept any modification or changes therein as may be required by the Banks.

(6) That Shri and Shri Members of the Board of Directors of the Company be and are hereby jointly and severally authorised to approve the various documents and writings that may be required by the Banks or any of them from time to time to be signed by the Company in respect of the Financial Assistance/Loans agreed to be lent and advanced by the Banks as aforesaid and if necessary the Common Seal of the Company be affixed to the said deeds, documents and writtings in the presence of any two Members of the Board of Directors of the Company and Shri the Secretary of the Company who do sign the same in token of affixation of such Common Seal thereto and they are hereby severally authorised to do and cause to be done all such acts documents and writings as may required in the matter and as may be required by the Banks or any of them from time to time to complete the mortgage transaction in respect of all the immoveable and moveable properties and other assets of the Company both present and future as aforesaid.

(7) That the Common Seal of the Company be affixed to the stamped engrossments of the following documents on the lines of the drafts thereof as may be finally settled in the presence of any two Members of the Board of Directors of the Company and Shri the Secretary of the Company who do sign the same in token of affixation of such Common Seal thereto:

(a) Common Loan Agreement in six triplicates to be executed by the Company in favour of the Banks;

(b) Joint Deed of Hypothecation to be executed by the Company in favour of the Banks;

(c) Joint deed of Undertaking to be executed by the Company in favour of the Banks;

(d) Joint Irrevocable Power of Attorney to be executed by the Company in favour of the Banks;

(8) That copies of the foregoing Resolutions certified to be true copies by the Chairman or in his absence by the Managing Director/Director/anyone Director of the Company be furnished to each of the Banks and they be requested to act thereon.