Power of Attorney to create Registered Mortgage

This Power Of Attorney granted at this day of by a Company registered under the Indian and having its registered office at in the State of (hereinafter referred to 'The Company' which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and assigns) in favour of (1) a corporation constituted under the and having one of its local Head Office at (hereinafter referred to as 'SBI which expression shall include wherever the context so admits its successors and assigns), (2) a body corporate constituted under the Banking Companies (Acquisition & Transfer of Undertakings) and having its Head Office at and one of its Branch Office at (hereinafter referred to as 'SB') (which expression shall include wherever the context so admits successors and assigns) and (3) a body corporate constituted under the Banking Companies (acquisition & Transfer of Undertakings) and having its Head Office at and having one of its branch Offices at (hereinafter referred to as CB which expression shall include wherever the context so admits its successors and assigns), (4) a Corporation constituted under the Banking Companies (Acquisition and Transfer of Undertakings) and having its Head Office at (hereinafter referred to 'IB') (which expression shall unless excluded by or repugnant to the context be deemed to include its successors and assigns) and (5) a Corporation constituted under the Banking Companies (Acquisition and Transfer of Undertakings) and having its Head Office at (hereinafter referred to as which expression shall unless excluded by or repugnant to the context be deemed to include its successors and assigns) (SBI, SB, CB, IB and IOB are hereinafter collectively referred to as 'The Banks' which expression shall include where the context so admits each of them and any one of them on behalf of all of them and their respective successors and assigns),

WHERE AS

1. By an Agreement dated the day of (hereinafter referred to as 'the Common Loan agreement') made between the Company and the Banks, the Banks have agreed to lend and advance to the Company and the Company has agreed to borrow from the Banks the term loans as specified herein below:

(The SBI Loan, the SB Loan, the CB Loan, the IB Loan, and the IOB Loan are hereinafter collectively referred to as 'The Financial Assistance') for the purposes and subject to the terms and conditions and carrying interest at the respective agreed rates as set out therein.

2. The Company has requested the Banks to lend and advance to the Company the Financial Assistance which the Banks have agreed to do on the Company inter alia agreeing to execute an Undertaking in favour of the Banks undertaking if so required by the Banks jointly and/or severally inter alia to execute a Registered First Legal Mortgage in English Form on all its immoveable and moveable assets (situate at in the State of ) both present and future including its lands, hereditaments and premises, unfixed plant and machinery and other moveable machinery, machinery spares, tools and accessories, Stocks of raw materials, goods in process, semi finished and finished goods, stores not relating to plant and machinery or any spare parts thereof and the entire undertaking of the Company including its uncalled Capital, goodwill, book debts and other outstandings and all other assets with power to the Banks to take over the Management of the whole of the business concern and undertaking of the Company in certain events as security for the Financial Assistance together with interest thereon at the respective agreed rates, compound/additional interest in case of default, commitment charges, liquidated damages, commission, costs, charges, expenses and all other moneys payable by the Company to the Banks as stipulated in the Common Loan Agreement and also to execute and cause to be registered if necessary all related deeds and documents in that behalf but so that such mortgage and charge in favour of the Banks shall rank pari passu with the mortgages, charges and securities created and/or to be created by the Company in favour of the Financial institutions viz., :-

(hereinafter collectively referred to as 'the Financial Institutions') as mentioned in the Common Loan Agreement;

(3) It has been also agreed to by the Company that it shall simultaneously with the execution of such an Undertaking in favour of the Banks as aforesaid also grant and execute an irrevocable Power of Attorney authorising the Banks to execute in favour of the Banks the said Legal Mortgage in English Form as aforesaid for and on behalf of the Company in the event of the Company failing when required by the Banks to do so in pursuance of the terms of such Undertaking to duly execute and cause to be registered in favour of the Banks and delivered to the Banks a First Legal Mortgage in English form on all its immoveable and moveable properties (situate at in the State of ) including its land hereditaments and premises unfixed plant and machinery and other moveable machinery, machinery spares, tools and accessories and other assets as aforesaid and to enter into a pari passu interse agreement with the Financial Institutions and the Banks so as to provide that the Mortgages, Charges and securities created and/or to be created respectively in favour of each of them 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 providing that all moneys resulting from the enforcement and realisation of the aforesaid securities or any of them shall (subject to the prior charges created and/or to be created in favour of the Company's Bankers for securing borrowings for working Capital requirements) be distributed and shared amongst the aforesaid Financial institutions/Banks without any preference or priority of one over the other or others of them for all purposes and to all intents and preparing for other incidental provisions in respect of their respective Loans as aforesaid.

(4) Pending execution of these presents the Banks have at the request of the Company made interim disbursements against the temporary security of Bank Guarantees furnished by the Company in favour of the Banks.

(5) The Banks have called upon and required the company to execute the said joint Power of Attorney being these presents which the Company has agreed to do in the manner hereinafter appearing.

Now These Presents Witness the that in pursuance of the Common Loan Agreement and in consideration of the Banks having made interim disbursements out of the Financial Assistance and having agreed to lend and advance to the Company the balance of the Financial Assistance to the Company for the purposes and subject to the terms and conditions set out in the Common Loan, Agreement and in consideration of the premises, the Company both hereby irrevocably nominate, constitute and appoint the Banks to be the true and lawful Attorney of the Company in the name and for and on behalf of the Company to do execute and perform or cause to be done, executed and performed all the following acts, deeds matters and things or any of them viz.,

1. To make, execute, sign, seal and deliver and cause to be registered jointly in favour of the Banks the cost and expenses of the Company in all respects;

(a) a first Legel Mortgage in English Form on all the Company's immoveable and moveable properties both present and future including its lands, hereditaments and premises and fixed plant and machinery and all other moveable machinery, machinery spares, tools and including stocks of raw materials, goods in process, semi finished and finished goods, stores not relating to plant and machinery or any spare parts thereof, book debts and other outstandings and receivable and the Company's entire undertaking including its uncalled capital, goodwill and all other assets of the Company as security for the Financial Assistance together with interest. thereon at the respective agreed rates compound/additional interest in case of default, penal interest, liquidated damages, commission, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and all other moneys payble by the Company to the Banks under the Common Loan Agreement with all such covenants conditions, declarations, agreements, provisions and stipula- tions as may, in the absolute discretion of the Banks (which discretion shall be final and binding on the Company) be deemed necessary or expedient and in a form acceptable to the Banks including specifically the provisions relating to the taking over of the management of the whole of the business undertaking and concern of the Company, power to appoint Receiver of the Mortgaged Properties, Power to give on Leave or on leave and licence the mortgaged properties on terms found satisfactory by the Banks or to sell or concur in selling the mortgaged Properties without the intervention of the Court and also to execute and cause to be registered when necessary and deliver such other documents as the Banks or any of them may require and perform all such acts, deeds and assurances in favour of the Banks or any of them as may be necessary or proper for the purpose of securing and for more perfectly assuring the repayment of the Financial Assistance or such part thereof as may for the time being remain unpaid together with interest thereon at the respective agreed rates compound/additional interest in case of default, penal interest, commitment charge, commission, liquidated damages, costs, charges and expenses and all other moneys payable by the Company to the Banks or any of them under the Common Loan Agreement but so that such mortgage and charge in favour of ICICI shall rank pari passu with mortgages and charge/s created and or to be created by the Company in favour of the Financial Institutions as mentioned in Common Loan Agreement. mortgage and charge in favour of the Banks shall be subject to the charge and/or charges created Provided However that such or hereafter to be created by the Comany in favour of its Bankers over its stocks of raw materials, goods in process, semi finished and finished goods, stores not relating to plant and machinery or any spare parts thereof, book debts and such other moveable as may be specifically permitted by the Banks in writing to secure borrowings for working capital requirements of the company or any extensions, modifications or renewals thereof as may be permitted by the Banks in writing.

(b) A General Pari Passu Interse Agreement between the Company, the Financial Institutions, and the Banks providing that the Mortgages, charges and securities respectively created and/or to be created in favour of each of the Financial Institutions and each of the Banks shall all rank pari passu interse without any preference or priority of one over the other or others of them as aforesaid for all purposes and to all intents and providing for all moneys resulting from the enforcement or realisation of the said securities or any of them shall subject to the prior charges of the Company's Bankers over specified moveables for securing borrowings for working capital requirements be distributed and shared amongst the Financial Institutions and the Banks without any preference or priority of one over the other or others of them for all purposes and to all intents and including therein specifically provisions regarding insurance, custody of insurance policies, custody of title deeds, prohibition of prepayment by the Company, acceleration of debts and other usual terms, provisions, and stipulations as may be agreed to by the Financial Institutions/and the Banks in that behalf.

(c) all such other deeds and documents as also the requisite particulars required to be filed with the Registrar of Companies, Under the as may be necessary for the purposes aforesaid.

2. To apply for and obtain the necessary certificate/certificates under Section 230 A of the Income Tax Act, 1961 and under the Urban Land Ceiling & Regulation Act. 1976 or any other law relating to imposition of ceiling with regard to Urban Land and/or any other certificates that may be necessary for registration of the said Legal Mortgage, the said Pari Passu Interse Agreement and all other deeds and documents and for the above purposes to appear for and on behalf of the Company before the Income Tax Authorities and if need to pay and discharge any tax liability for and on behalf of the Company and reimburse all such sums as may have been so paid and without prejudice to claim such reimbursement, to debit such amount to the account of the Company carrying interest at the stipulated rate with half yearly rests.

3. To appear before the Registrar and Sub Registrar of Assurances in any District or Sub District appointed to register documents under the law applicable thereto for the time being in force for the registration of documents and to present for registration, the deeds and documents executed by virtue of these presents and also to admit execution thereof and to do or cause to be done all such acts, deeds, matters and things as may be necessary or proper for the effectual completion and registration of the said legal Mortgage in English form, the said pari passu interse Agreement and all other deeds and documents as executed in the Land Registry, Collector and other Revenue Authorities as well as the Registrar of Companies or otherwise howsoever.

4. And Generally to do or cause to be done every other act, deed, matter or thing which the Banks or any of them may deem necessary or expedient for the purpose of or in relation to these presents as well as for the effectual registration of the said Legal Mortgage, the said pari passu Interse Agreement and all other deeds and documents in favour of the Banks.

5. The Company doth hereby agree that all or any of the powers hereby conferred upon the Banks may be exercised by any officer or officers jointly nominated by the Banks in that behalf.

6. And The Company Doth Hereby Declare that all and every receipts, mortgages, documents, deeds, matters and things which the Banks or any of them shall or any of its officer or officers jointly nominated by the Banks in that behalf be made, executed or done for the aforesaid purposes by virtue of these presents shall be as good valid and effectual to all intents and purposes whatsoever as if the same had been made, executed and done for the aforesaid purposes by virtue of these presents shall be as good valid and effectual to all intents and purposes whatsoever as if the same had been made executed or done by the company in its own name made, executed or done by the company in its own name and person.

7. And The Company Doth Hereby Ratify And Confirm And Agree To Ratify And Confirm all that the Banks or any of their officer or officers nominated jointly by the Banks in that behalf do or cause to be done in or concerning the premises by virtue of these presents;

8. And The Company Doth Hereby Declare that this power of Attorney shall be irrevocable till the entire principal amounts of the Financial Assistance together with interest thereon at the respective agreed rates, compound/additional interest in case of default, penal interest, commission, liquidated, damages commitment charge, premium on prepayment or on redemption, costs, charges, expenses and all other moneys are fully repaid by the company to the Banks.

In Witness Whereof the Company has caused its Common seal to be hereunto affixed the day and year first hereinabove written.

The Common Seal of

has been hereunto affixed pursuant to the

Resolution passed at the meeting of its Board of

Directors held on the

day of in the presence of

(1) Shri

and

(2) Shri

two of the Members of the Board of Directors of

the Company and Shri

the Secretary of the Company all of whom have in

token thereof subscribed their respective signatures

hereto