Board Resolution for Creation of Joint Mortgage

The informed the Board that the documents of title, evidence, deeds and writings (hereinafter referred to as "the said title deeds") in respect of the company's lands and other immoveable properties (hereinafter referred to as "the said immoveable properties") had already been deposited by the company on day of in order to create a security on the said immoveable properties of the company by way of a Mortgage by deposit of the title deeds in favour of for securing the due repayment and discharge by the company to of the sum of together with interest, compound interest and/or additional/further interest in case of default, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and other monies payable by the company to under their letter of sanction and Memorandum of terms and conditions.

The further informed the Board that has been sanctioned the following loan by a term loan for vide their letter No. dated and the aforesaid loan will be secured inter alia, by a joint equitable mortgage by deposit of title deeds in respect of the said immoveable properties of the company.

The further informed the Board that the company has been advised that a fresh Joint Mortgage by deposit of title deeds should be created in favour of and (hereinafter collectively referred to as the Lenders) as security for their loan stated above by release of the said title deeds to the company by for the specific and limited purpose of creation of fresh Joint Mortgage by deposit of the said title deeds with M/s , acting for itself and as agent of M/s .

The , therefore, requested the Board to pass the following resolution which after some discussion were passed.

Resolved that the company do request M/S to release the said title deeds which had been deposited by the company on with in order to create a security on the said immoveable properties of the company by way of Mortgage by deposit of title deeds in favour of for its loan sanctioned to the company for specific and limited purpose of enabling the company to create a fresh Joint Mortgage by deposit of title deeds in favour of M/s and M/s to secure their various loans to the company as hereinafter mentioned. Resolved further that on receiving back the said title deeds in respect of the said immoveable properties of the company from , the company do create a Joint Mortgage in favour of and by deposit of the title deeds with M/s , acting for itself and as agent of M/S in order to create a security on the said immoveable properties of the company to secure the due repayment and discharge by the company to

(a) M/s of the sum of out of the Term loan of

(b) M/s of the term loan of together with interest, compound interest, and/or additional/further interest in case of default, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and other dues payable by the company to the lenders under their respective heads of agreement/loan agreements/letters of sanction / Memorandum of terms and conditions and that the following Directors, namely,

(1) Sri and (2) Sri of the company be and are hereby authorised to receive back from M/s and thereafter to deliver and deposit with M/s , acting for itself and as agent to M/s the said title deeds relating to the said immoveable properties of the company in order to create a security by way of Joint Mortgage by deposit of title deeds over the said immoveable properties of the company as aforesaid in favour of the lenders to secure the due repayment and discharge by the company of their respective loans as aforesaid,

Resolved further that (1) Sri (2) Sri and (3) Sri Directors of the company be and are hereby authorised to state on behalf of the company that the said title deeds so deposited were the only title deeds relating to the said immoveable properties of the company in the possessions, power and control of the company and that the company has a clear and marketable title to the said immoveable properties and that there are no mortgages, charges, liens, lispendence, encumbrances, attachments or any rights or claims or demands or suits or action on over/or in respect of the said immoveable properties or any of them or any part thereof in favour of any person, form, company, body-corporate, Government, Society or Entity, whatsoever and that no such Mortgages, charge, lien or other encumbrances will be created thereon save and except with the permission of the lenders and also to give a declaration of path to the said effect.

Resolved further that (1) Sri (2) Sri and (3) Sri Directors of the company be and are hereby authorised to approve and finalise and execute deeds of hypothecation, undertaking, power of attorney, Pari Passu, Interse Agreement, Modification of Deeds etc., such other Deeds and Documents as may be required by the lenders or any of them in connection with their respective loans and that the Common Seal of the company be affixed thereto in the presence of (1) Sri (2) Sri and (3) Sri Directors of the company who do sign the same in token thereof.

That (1) Sri (2) Sri and (3) Sri Directors of the company be and are hereby authorised severally to file/arrange for filing the requisite particulars of the charge / modification of charge in connection with the said Joint Mortgage in favour of the lenders with the Registrar of Companies within the time prescribed by law therefore.

That the copies of the foregoing Resolution certified to be true copies by the of the company be furnished to the lenders and they be requested to act thereon.

MANAGING DIRECTOR