AGREEMENT CUM GUARANTEE. This agreement is made at the place and on the date stated in the schedule hereunder written ( the schedule ) amongst.

Transcription

1 AGREEMENT CUM GUARANTEE This agreement is made at the place and on the date stated in the schedule hereunder written ( the schedule ) amongst. The Borrower/s the details whereof are given at the end of this agreement, of the First Part, hereinafter called the Borrower AND The Guarantor /s, the details whereof are given at the end of this Agreement, of the Second Part, hereinafter called the Guarantor AND ADCB, a banking company incorporated in the United Arab Emirates having its branch office at 75 Rehmat Manzil, Veer Nariman Road, Churchgate, Mumbai , of the third Part, hereinafter called the Bank. The expressions Borrower/s, Guarantor/s and Bank shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its/his/her/their respective heirs, executors, legal representative(s), administrators, assigns and successors, as the case may be. WHEREAS: At the Borrower s and the Guarantor s request and subject to the terms and conditions set out in this Agreement, the Bank agrees to grant to the Borrower and the Borrower agrees to avail of the overdraft facility ( the Facility ) from the Bank upto the maximum overdraft limit specified in the Schedule ( the Maximum Overdraft Limit ). NOW THIS AGREEMENT WITNESSETH AS UNDER: 1. LIMIT The Borrower shall not withdraw moneys against the Facility beyond the Maximum Overdraft Limit; in the event the Borrower operates/avails of the facility beyond the Operating Limit (shall mean limit upto which the Borrower can use the funds), the terms of operation /availing of the Facility beyond the Operating Limit shall be on terms and conditions to be stipulated by the Bank and Shall be determined by the Bank from time to time on the basis of the Bank s margin requirements, the value of the security created at the time of grant of the Facility which shall be computed as per the Bank s policy, and other factors considered relevant by the Bank. The Borrower is/are aware and agree that the Bank may from time to time vary the Operating Limit without any intimation and the Borrower agrees to at all times (and in particular before any cheque is presented for payment) keep it/him/her/self themselves informed of the Operating Limit and the Bank s margin requirements as varied from time to time. 2. INTEREST The Facility shall carry interest at the rate(s) specified in the Schedule written hereto or such other rate(s) as may be decided by the bank from time to time to be applicable to the facility may be subsequently intimated to the Borrower and shall be binding upon the Borrower; the Borrower shall not be entitled to dispute or question the same on any ground whatsoever. The Borrower agrees and confirms that the Bank may, at its sole discretion, charge different rates of interest for different advances against the facility secured by different types of security. All amounts drown by the Borrower over and above the Operating Limit shall carry interest at the rate of % over and above the applicable rate for the Facility from the date of drawal till the payment thereof to the Bank. The interest amount at the aforesaid rate(s) shall be calculated on the daily debit balance in the Overdraft account opened/ to be opened by the Borrower with the Bank in respect of the Facility (the Account ). The Bank shall debit the interest amount to the Account or collect the amount of interest separately from the Borrower. 3. REPAYMENT All amounts of the Facility and all sums payable by the Borrower to the Bank in connection with the Facility including (but not limited to) the debit balance in the Account Comprising of principal, interest, additional interest, fees and costs (including legal costs, charges, expenses, stamp duly etc., costs of enforcement, sale realisation of any guarantee and/or other legal costs, charges, expenses, stamp duty etc., costs of enforcement, sale realisation of any guarantee and/or other security that may be created) and all other monies payable by the Borrower to the Bank in terms of this Agreement (hereinafter collectively called the Borrower s Dues ) shall be payable on demand. The Bank may at any time, in its sole discretion and without assigning any reason, call upon the Borrowers to pay the Borrower s Dues and thereupon the Borrower shall forthwith on being so called upon, pay the Borrower s Dues in full to the Bank without any Delay or demur or protest. The Bank may, at its absolute discretion, agree to renew the Facility on such terms and conditions as it deems fit. 1

2 4. PROCESSING FEES The Borrower shall on grant of the Facility pay to the Bank non-refundable processing fees (the Processing Fees ) at the rate specified in the Schedule. The Bank shall be entitled to debit the Account with the amount of the Processing Fees. 5. SECURITY / GUARANTEE The Borrower agrees and undertakes to create such security and/or cause such guarantees to be furnished as may be considered appropriate by the Bank, in favour of the Bank and in such manner and form as the Bank may in its sole discretion require as a security for payment of all the Borrower under this Agreement or otherwise in relation to the Facility. The security may be in such form and manner as may be stipulated by the Bank. A. The Borrower and the Guarantor have agreed that the payment/repayment of the Borrower s Dues and the performance of the Borrower of the terms of this Agreement shall be secured by, inter alia, a guarantee from the Guarantor, being these presents. B. In consideration of the premises, the Guarantor hereby unconditionally and irrevocably agree(s) and undertake(s) that the borrower shall pay/repay the Borrower s Dues in terms of this Agreement and shall perform the terms and conditions of this Agreement. The Guarantor hereby unconditionally and irrevocably guarantee/s to the Bank that in the event of the failure of the Borrower for any reason whatsoever in making due payment of the Borrower s Dues or any part thereof, the Guarantor shall, forthwith on demand by the Bank, pay to the Bank without any delay, demur or protest the Borrower s Dues. C. The Guarantor agree(s) and confirm(s) that :- i) This Guarantee is a continuing guarantee till all the Borrower s Dues are paid in full and the Guarantor shall not revoke this Guarantee. ii) The liability of the Guarantor/s and is co-extensive with that of the Borrower s. In case where the Guarantee is a joint guarantee the liability of both the Guarantors shall be joint and several. iii) The Guarantor hereby waive(s) all its/his/her/their rights as guarantor/s/surety/ies as may be necessary to give effect to any provisions of the Guarantor s guarantee or to recover the Borrower s Dues from the Guarantor or to realise any security. iv) This Guarantee shall continue to be in full force even though the Borrower may not have renewed any documents with the Bank and even though the claim of the Bank for the amounts of the Borrower s Dues become time barred and the Bank cannot recover the same form the Borrower by filing a suit or any legal proceeding against the Borrower. v) For the purpose of limitation, any admission or acknowledgment in writing given or part payment made by the Borrower in respect of or towards repayment of the Borrower s Dues or otherwise in relation to the Facility shall be binding on the Guarantor and shall be treated as given on behalf of the Guarantor also. The Guarantor hereby irrevocably constitutes the Borrowers as the Guarantor s agent/s for the purpose of giving such admission or acknowledgement and for making such part payment. vi) If the Borrower becomes insolvent or bankrupt or make/s any arrangement or composition with the Borrower s creditors, the Bank shall prove against the assets of the Borrower for the full amount of all the Bank s claims against the Borrower or agree to and accept any scheme or composition or other payments thereof and the Bank may receive and retain the whole of the dividends, composition or other payments to the exclusion of the Guarantor s Rights and the Guarantor shall not claim in competition with the Bank until the Bank s claims are fully satisfied and the Guarantor shall not by paying the amount by the Guarantor or the Borrower any part thereof or otherwise prove or claim against the assets of the Borrower until the whole of the Bank s claim against the Borrower has been satisfied and the Bank may enforce and recover payment from the Guarantor of the full amount payable by the Guarantor notwithstanding any such proof or composition as foresaid, from the Guarantor of the full amount payable by the Guarantor notwithstanding any such proof or composition as aforesaid. vii) The Guarantor hereby Consent(s) to the Bank: a) releasing or parting with any security; b) varying the terms and conditions of the Facility with the Borrower (including increasing or decreasing any limit and/or margin requirement); c) making any composition with the Borrower; d) giving time to the Borrower/s for payment of any sums due from the Borrower; e) granting any indulgence to the Borrower; f) making any variance, change or modification to this Agreement and any other agreement with the Borrower/s which the Bank thinks fit; and/or viii) The Guarantor irrevocably agrees that this Guarantee shall not be avoided, released or prejudicially affected and the Guarantor shall not be discharged from the Guarantor s liability hereunder to the Bank by reason of any of the aforesaid or by reason of any act or omission by the Bank the legal consequence whereof may be to discharge the Borrower and or the Guarantor or by any act or omission by the Bank which would, but for this provision, be inconsistent with the Guarantor s right as a surety/ties. The Guarantor agrees that the Guarantor s guarantee shall remain valid and enforceable notwithstanding any forbearance or delay in the enforcement of any of the terms of the contract between the Bank and the Borrower. The Guarantor waives all the rights available to the Guarantor as sureties under the provision of the Indian Contract Act, The Guarantor also agrees that the Guarantor shall not be entitled to the benefit of subrogation to any security 2

3 held by the Bank until the Borrower s Dues are fully paid to the Bank and also for any other indebtedness of the Borrower. If the same security is held by the bank for such other indebtedness if the borrower. The Bank shall be under no liability to marshall in the Guarantor s favour any security or any of the funds or assets which the Bank may be entitled to receive or upon which the Bank has a claim. 6. (A) In consideration of the Bank Granting the Facility to the Borrower, the Borrower hereby agrees to create security in favour of the Bank over such assets as the Bank may require, from time to time, (hereinafter called the Borrower s Securities ) for securing the due repayment / payment by the Borrower of the Borrower s Dues to the Bank and performance by the Borrower of its obligations under this agreement in such form and substance as the Bank may require and doing such acts, deeds and things and executing such documents, deeds and writings as may be required under the provisions of any law (including the Depositories Act, 1996, the rules and regulations made pursuant thereto and the bye-laws, rules and regulations of the Concerned depository) for creating security in favour of the Bank in respect of such of the Borrower s Securities. (B) In consideration of the Bank granting the facility to the Borrower, the Guarantor hereby agrees to create security in favour of the Bank over such assets as the Bank may require, from time to time, (hereinafter called the Guarantor s Securities ) for securing the due payment/repayment of the Borrower s Dues and performance of the Borrower s under this Agreement and the Guarantor s obligations under this Agreement in such form and substance as the Bank may require and doing such acts, deeds and things and executing such documents, deeds and writings as may be required under the provisions of any law (including the Depositories Act, 1996 the rules and regulations made pursuant thereto and the bye-laws, rules and regulations of the concerned depository) for creating security in favour of the Bank in respect of such of the Guarantor s Securities. (The Borrower s Securities and the Guarantor s Securities are hereinafter collectively referred to as the Security created in favour of the Bank ) (C) The Bank shall be entitled to all accretions, entitlements and benefits in respect of the security created in favour of the Bank. (D) If at anytime the value of the security created in favour of the Bank falls so as the create deficiency in the margin requirement specified by the Bank from time to time or if there is any excess amounts drawn over the Operating Limit, the Borrower shall immediately on intimation from the Bank, deposit with the Bank additional security in the form of cash or such other security which may be acceptable to the Bank, failing which the Bank may in its discretion sell, dispose off or realise any or all of the security created in favour of the Bank without being liable for any loss or damage in the value realised thereby. (E) The Borrower and the Guarantor, agree that all accretions in respect of the security created in favour of the Bank shall be deposited by the Borrower and / or the Guarantor with the Bank and the same shall on deposit shall form part of the security created in favour of the Bank without any further act or deed and the terms and conditions of this Agreement shall mutatis mutandis apply to such accretions as of they had been originally security created in favour of the Bank under this Agreement. (F) The Bank shall be entitled to cause the security created in favour of the Bank and all security which may be created in future to be transferred to its name or to the name(s) of its nominees at the cost of the Borrower and the Guarantor, whether or not the Borrower/s and/or the Guarantor/s have committed any default. (G) The Borrower and the Guarantor, hereby declare that the security created in favour of the Bank belong / shall belong to the Borrower /or the Guarantor absolutely as mentioned in the Schedule written hereto and the Same are/shall be free from any charge or other encumbrance and the Borrower and the Guarantor undertake to keep security created in favour of the Bank free from encumbrances during the subsistence of this Agreement. (H) In the event of Default on the Part of the Borrower and/or the Breach Guarantor (or any of them) in paying any sum payable by the Borrower or the Guarantor (or of any of them) or commit/s of any clause, covenant, term, condition or provision contained herein then Bank may, without prejudice to the Bank s other rights, after giving one days notice (which shall be deemed to be reasonable notice) to the Borrower and/or to the Guarantor sell, realise and dispose off the security or any part of it at the risk and cost of the Borrower and the Guarantor to such person, at such price, through such broker, by private treaty or public auction or otherwise in such manner and on such terms and conditions as the Bank thinks fit. At any such sale of the security created in favour of the Bank, the Bank shall have power to buy in or rescind any contract of sale and resell without being liable for loss or deficiency in the price thereof or being answerable for any decrease in the value of the security created in favour of the Bank. The Bank shall not be liable for any loss or damage or diminution in value sustained / realised thereby. The sale proceeds of such sale, disposal or realisation shall be applied by the Bank, firstly, towards payment of the costs, charges and expenses of such sale, disposal or realisation, secondly towards the payment of interest and other sums and lastly towards payment of the debit balance in the Account. The Bank shall be entitled to proceed against the Borrower and/or the Guarantor for any deficiency. All accounts of sale rendered by the Bank shall be conclusive of all matters contained therein. (I) If by error or otherwise any part of the security created in favour of the Bank or any accretions or entitlements 3

4 in respect thereof come to the possession of the Borrower and/or the Guarantor without the prior written approval of the Bank, then the Borrower and/or the Guarantor (as the case may be) shall forthwith deliver such accretions or entitlements to the Bank and until the Borrower Guarantor so deliver security created in favour of the Bank to the Bank, the Borrower / Guarantor shall hole such accretions or entitlements in trust for the Bank. If the Borrower and/or the Guarantor do/does not return security created in favour of the Bank to the Bank or sell/s or otherwise deal/s with the same or otherwise prejudice the Bank' security then the Bank shall be entitled to take civil and/or criminal proceedings against the Borrower and/or the Guarantor 7. RIGHT OF SET-OFF The Borrower/s and the Guarantor/s agree/s that the Bank shall have a charge, lien and right to set off on all monies, securities, deposit and other assets and properties belonging to the Borrower/s and/or the Guarantor/s or standing to the Borrower's/s' and/or the Guarantor's/s' credit (whether singly or jointly with any other person) in any account, fixed or term deposit or any other asset/account deposit whatsoever with any branch of the Bank for any purpose or reason whatsoever. 8. POWER OF ATTORNEY The Borrower and the Guarantor undertake to execute an unconditional and irrevocable power of attorney in favour of the Bank in form and manner acceptable to the Bank for such matters as the Bank may require. 9. MISCELLANEOUS A. This Agreement, security created in favour of the Bank, the promissory note executed by the Borrower and/or the Guarantor and all other security to which the Bank may be entitled shall be continuing securities to the Bank for the due payment of the amounts secured as stated above and shall be enforceable for all monies which now are or may at any time hereafter (become due and owing by the Borrower and/or the Guarantor to the Bank and whether or not from time to time there me be nothing owing or the Account may be in credit, the intention being that such security shall be applicable to the ultimate balance that may become due to the Bank by the Borrower/s and the Guarantor/s. B. All documents including the Power of Attorney executed and/or to be executed by the Borrower and/or the Guarantor shall be irrevocable and shall not be revoked by the death/dissolution/winding up of the Borrower and/or the Guarantor and the Bank may, notwithstanding the death/dissolution/winding up of the Borrower and/or the Guarantor, enforce such security as may be created by the Borrower and/or the Guarantor in the Bank's favour. C. The Borrower and the Guarantor do hereby represent to the Bank that each of them is competent to contract within the meaning of the Indian Contract Act 1872 and other laws in force and that there is no impediment to their respective capacities to enter into contract(s) with the Bank. The Borrower and the Guarantor further agree that if any of the Borrower and/or Guarantor shall be found not to be liable to the Bank in law by reason of incapacity to borrow or to contract or for any other reason, the Borrower and the Guarantor shall nevertheless be liable to indemnify the Bank and to pay the Bank all the sums that would have been otherwise recoverable by the Bank from the Borrower and/or the Guarantor. D. The absence or informality of borrowing powers on the part of any of the Borrower and/or Guarantor or any irregularity in the exercise thereof shall not affect the liability of the Borrower/Guarantor and all amounts payable to the Bank be deemed to be due and owing, notwithstanding such absence, informality or irregularity. E. The Borrower and the Guarantor agree that the Bank may at the risk and cost of the Borrower and the Guarantor engage collection agency to collect the Borrower's Dues and/or to enforce any security and may furnish to the collection agency such information, facts and figures as the Bank thinks fit and necessary. F. If the Borrower and/or the Guarantor default in making any payment of the Borrower's Dues to the Bank in terms of the Agreement, without prejudice to the Bank's other rights, the Borrower/s and the Guarantor/s shall pay to the Bank further interest at the rate 2% p.a. over and above the applicable rate on the Facility, on the entire outstanding amount of the Borrower's Dues from the date of default till the date of payment of such entire outstanding amount or until the Account is regularised, whichever is earlier. G. The Borrower agree(s) not to utilise the Facility for any purpose other than that for which the Facility has been granted and, in particular, the Borrower agree(s) not to use the Facility for any speculative or antisocial business or purpose. H. The Bank may in its discretion from time to time and without assigning any reason terminate the Facility, change the interest rate, decrease or increase the Maximum Overdraft Limit or Operating Limit, require the Borrower and/or the Guarantors to furnish additional security acceptable to the Bank, specify the security acceptable to it, declare to be unacceptable security accepted by it on an earlier occasion and/or require the Borrower to reduce the debit balance in the Account to a limit acceptable to the Bank or modify any other terms and conditions of this Agreement, and the Borrower and the Guarantor agree that the Borrower and the 4

5 Guarantor shall be bound by the same. The security created in favour of the Bank declared by the Bank to be unacceptable shall nevertheless continue to be maintained in the Bank's favour unless it is released by the Bank. I. All statements of account furnished by the Bank shall be binding on the Borrower and the Guarantor and shall be conclusive as to the correctness of the amounts mentioned therein and shall not be questioned or disputed by the Borrower and/or the Guarantor on any ground whatsoever. J. The Borrower and the Guarantor agree to execute from time to time in favour of the Bank and/or any nominee(s) of the Bank such fresh transfer deeds, powers of attorney and other documents and writings as the Bank may require. K. Any notice or other correspondence addressed by the Bank to the Borrower and/or Guarantor may be addressed to their respective address stated herein or to such other address as the Bank may be aware. Such notice/correspondence may be served by ordinary post or hand delivery or otherwise and, in case of post, shall be deemed to have been served on the addressee at the time it would have been delivered in the normal course. In the event of any change in the Borrower's/ Guarantor's address, the Borrower / Guarantor shall forthwith intimate the same to the Bank failing which service of a notice or correspondence to the address last given by the Borrower / Guarantor shall be deemed to be service on the Borrower and the Guarantor. L. This Agreement shall be subject to jurisdiction of the courts or tribunals of the place in which the concerned branch of the Bank is situated, without affecting the Bank's right of commencing legal proceedings in any other jurisdiction. M. All costs (including costs between Advocate and client), charges, expenses, taxes (including interest tax), duties (including stamp duties) in relation to this Agreement and any document executed pursuant hereto and in relation to the creation, enforcement, realisation and attempted enforcement/realisation of the security shall be borne and paid by the Borrower and the Guarantor. N. If there are more than one borrower and/or guarantor then, unless repugnant to the context or meaning thereof, the expression "Borrower/s" and Guarantor/s (as the case may be) shall be deemed to mean and include the Borrowers and the "Guarantor/s" (as the case may be) jointly and severally. O. The Borrower and the Guarantor shall not be entitled to sell, assign or transfer all or any of their rights, benefit and/or obligations under this Agreement to anyone else. P. The Bank may at any time without any consent of or further reference to the Borrower and/or the Guarantor, sell securities, assign and/or transfer all or any of its rights, benefits and/or obligations under this Agreement to any other person(s), company(ies), firm(s), bank(s) or financial institution(s) and or obtain risk/financial participation in the Facility from any other person(s), company(ies), firm(s), bank(s) or financial institution(s) and the same shall be binding on the Borrower and the Guarantor. Q. The Borrower and/or the Guarantor hereby authorise the Bank to exchange, share or part with all the information relating to the loan details and provisions of this Agreement and/or repayment history information contained herein or arising out of this Agreement to other ADCB Group Companies/Banks/Financial Institutions/Credit Bureaus/Agencies/Statutory Bodies as may be required and shall not hold the Bank/All other group companies of ADCB Group and/or their agents liable for use of this information. R. The Borrower hereby agrees that in case the Borrower commits a default in payment or repayment of principal amount of the Loan/financial/credit facility or interest/charges due thereon ADCB and / or the Reserve Bank of India (RBI) will have an unqualified right to disclose or publish the details of the default and the name of the Borrower and/or its directors/ partners/co-applicants, as applicable, as defaulters in such manner and through such medium as ADCB or RBI in their absolute discretion may think fit. IN WITNESS WHEREOF the Borrower, Guarantor and ADCB have caused the Agreement to be executed on the day, month and year first hereinabove written as hereinafter appearing. 5

6 SCHEDULE 1. Place 2. Date 3. Borrower 4. Guarantor 5. Maximum Overdraft Facility : Rs. 6. Interest Rate : 7. Non Refundable Processing Fees : Party of the FIRST PART Borrower. IF THE BORROWER IS A COMPANY, THIS SHOULD BE UNDER COMMON SEAL 1. Name : : 2. Name : : 3. Name : : Party of the SECOND PART Guarantor, IF THE GUARANTOR IS A COMPAN, THIS SHOULD BE UNDER COMMON SEAL 1. Name : : 2. Name : : 3. Name : : Party of THIRD PART : Abu Dhabi Commercial Bank Ltd 75 Rehmat Manzil, Veer Nariman Road, Churchgate, Mumbai (Signature(s) in full) (Signature(s) in full) 6

7 Demand Promissory Note Place : Mumbai Date : Rs. On Demand, I/We jointly and severally promise to pay to Abu Dhabi Commercial Bank, or their order, the sum of Rupees for value received, with interest thereon from this date at until payment in full at monthly rests or at such rates and rests as may be revised as per the instructions of reserve Bank of India from time to time. ( ) Letter of take delivery and waiver of presentment and continuity of DP note Place : Mumbai To, The Manager, ADCB Mumbai Date : Dear Sir, I enclosed my Demand Promissory Note dated of Rs. (Rupees ) payable on demand which is given to you as security for repayment by me to the Bank of any sum now due or which may hereafter be or become due by me to the Bank by way of overdraft in current account and /or loans not with standing the fact that the overdraft and /or loans may from time to time be reduced or extinguished, the intention being that the security shall be a continuing security for nay borrowing by me at any time to the bank. I unconditionally and irrevocably waive presentment for payment and noting and protest of demand promissory note. (Signature of the borrower) 7

8 IRREVOCABLE POWER OF ATTORNEY (Borrower) To all whom these presents shall come, I/We residing at WHEREAS at my/our request ADCB having its branch office at 75, Rehmat Manzil, Veer Nariman Road, Churchgate, Mumbai and Head Office at Abu Dhabi (hereinafter referred to as 'ADCB ) has sanctioned to (the "Borrower") a loan of Rs. facility".) (Rupees ) (hereinafter called "the loan SEND GREETINGS AND WHEREAS as one of the conditions for sanction of the loan facility and for securing the due repayment by the Borrower(s) of all outstanding in respect of the loan facility together with all costs, charges and expenses in respect thereof. I/We have agreed to create in favour of ADCB such security as may be required to be so created by ADCB under the Loan Agreement dated (hereinafter called the "Agreement"), executed by me/us and which will include any further security subsequently created by me/us in favour of ADCB (hereinafter called the "said security"). AND WHEREAS I am/we are now required to execute in favour of ADCB a power of attorney authorising ADCB to deal with the said security or any part of it and exercise all rights in respect thereof which I/We hereby do in the manner hereinafter appearing. NOW KNOW YE ALL AND THESE PRESENTS WITNESS that I/We for myself/ourselves and my/ourselves and my/our heirs, executors, administrators and/or successors do hereby irrevocably nominate, constitute and appoint ADCB acting through any of its officers as my/our true and lawful attorney for me/us in my/our name and on my/our behalf and at my/our cost and risk to do, execute, and perform all or any of the following acts or deeds, matters and things, that is to say: 1. To transfer the said security or any part of the said security to the name of ADCB or the name of its nominee(s) and/or to transfer, sell or dispose of or otherwise realise or encash the said security or any part of the said security and for the purposes to endorse the same or to sign and execute all agreements, documents, deeds, forms, transfer forms, contract declarations and other instruments and writings as may be necessary or expedient for the purpose and give delivery thereof. 2. To appoint or engage any persons including brokers for effecting any such transfer, disposition, realisation or encashment, as the case may be. 3. To receive all consideration consequent of any sale, transfer, disposition, realisation, or encashment and to give proper receipts and valid and effectual discharges for the same. 4. To demand and receive all accretions to the said security and to sign and execute proper receipts and give valid and effectual discharges for or in relation to the same. 5. To comply with the provisions of the Companies Act, 1956 or any statutory re-enactment or modifications thereof for the time being in force or any other statute, legislation or enactment or any rule or regulation and to sign such deeds, documents, forms, declarations or other papers that may be required. AND GENERALLY to do, perform and execute all acts, deeds, matters and things relating to or concerning or touching these presents as fully and effectual as if I/We were personally present and had done, performed or executed the same myself / ourselves. AND I/We hereby agree to ratify and confirm all and whatsoever ADCB may do or cause to be done in the premises in pursuance of these presents. IN WITNESS WHEREOF I/We have hereunto set and subscribed my / our respective hand at on day of Two Thousand. SIGNED AND DELIVERED BY In the presence of 8

9 IRREVOCABLE POWER OF ATTORNEY (Guarantor) To all whom these presents shall come, I/We residing at WHEREAS at my/our request ADCB having its branch office at 75, Rehmat Manzil, Veer Nariman Road, Churchgate, Mumbai and Head Office at Abu Dhabi (hereinafter referred to as 'ADCB ) has sanctioned to (the "Borrower") a loan of Rs. (Rupees (hereinafter called "the loan facility".) SEND GREETINGS AND WHEREAS as one of the conditions for sanction of the loan facility and for securing the due repayment by the Borrower(s) of all outstanding in respect of the loan facility together with all costs, charges and expenses in respect thereof. I/We have agreed to create in favour of ADCB such security as may be required to be so created by ADCB under the Loan Agreement dated (hereinafter called the "Agreement"), executed by me/us and which will include any further security subsequently created by me/us in favour of ADCB (hereinafter called the "said security"). AND WHEREAS I am/we are now required to execute in favour of ADCB a power of attorney authorising ADCB to deal with the said security or any part of it and exercise all rights in respect thereof which I/We hereby do in the manner hereinafter appearing. NOW KNOW YE ALL AND THESE PRESENTS WITNESS that I/We for myself/ourselves and my/ourselves and my/our heirs, executors, administrators and/or successors do hereby irrevocably nominate, constitute and appoint ADCB acting through any of its officers as my/our true and lawful attorney for me/us in my/our name and on my/our behalf and at my/our cost and risk to do, execute, and perform all or any of the following acts or deeds, matters and things, that is to say: 1. To transfer the said security or any part of the said security to the name of ADCB or the name of its nominee(s) and/or to transfer, sell or dispose of or otherwise realise or encash the said security or any part of the said security and for the purposes to endorse the same or to sign and execute all agreements, documents, deeds, forms, transfer forms, contract declarations and other instruments and writings as may be necessary or expedient for the purpose and give delivery thereof. 2. To appoint or engage any persons including brokers for effecting any such transfer, disposition, realisation or encashment, as the case may be. 3. To receive all consideration consequent of any sale, transfer, disposition, realisation, or encashment and to give proper receipts and valid and effectual discharges for the same. 4. To demand and receive all accretions to the said security and to sign and execute proper receipts and give valid and effectual discharges for or in relation to the same. 5. To comply with the provisions of the Companies Act, 1956 or any statutory re-enactment or modifications thereof for the time being in force or any other statute, legislation or enactment or any rule or regulation and to sign such deeds, documents, forms, declarations or other papers that may be required. AND GENERALLY to do, perform and execute all acts, deeds, matters and things relating to or concerning or touching these presents as fully and effectual as if I/We were personally present and had done, performed or executed the same myself / ourselves. AND I/We hereby agree to ratify and confirm all and whatsoever ADCB may do or cause to be done in the premises in pursuance of these presents. IN WITNESS WHEREOF I/We have hereunto set and subscribed my / our respective hand at on day of Two Thousand. SIGNED AND DELIVERED BY In the presence of 9

10 Third Party/Guarantor Information (if any) 1. Name: Mr/Ms. First Name Middle Name Last Name Date of Birth : / / DD MM YYYY Profession: Father s/husband s Name : : City : Pin Code : Tel : (O) (R) Banker s Verification Name & of the Bank Relationship with Borrower(s) 2. Name: Mr/Ms. First Name Middle Name Last Name Date of Birth : / / DD MM YYYY Profession: Father s/husband s Name: : City: Pin Code : Tel : (O) (R) Banker s Verification Name & of the Bank Relationship with Borrower(s) 3. Name: Mr/Ms. First Name Middle Name Last Name Date of Birth: / / DD MM YYYY Profession: Father s/husband s Name: : City: Pin Code: Tel : (O) ( R) Banker s Verification Name & of the Bank Relationship with Borrower(s) 10

11 DECLARATION I/we have read the terms & conditions in the application form and understood the same. I/we agree to abide by and to be found by the terms as in force from time to time for the account. I/we confirm that the authorized signatories is/are approved by me/our board/all the partners of the firm/members of the HUF/managing committee, are authorized to operate the account. I/we understood that the above account would be open on the basis of the declaration made by me/us. I/we further agree that any false/misleading information given by me/us or suppression of any material fact will render my account liable for closure and further action. I/we also hereby agree to indemnify Abu Dhabi Commercial Bank and their successors or assigns is any of the representations and declarations made hereunder by me/us is incorrect, false or misleading in any of particular. I/We declare, confirm, agree; a. that all the particulars and information given in the Application form are true, correct, complete and upto date in all respects and I/we have not withheld any information. b. That I/we have had no insolvency initiated against me/us nor have I/we ever been adjudicated insolvent c. That I/we have not at any time defaulted under any loan taken by me /us from any other bank/institution d. That I/we have read the charges applicable to the current account facility and hereby agree to bear the charges as revised from time to time by Abu Dhabi Commercial Bank at its sole discretion I/We have read and understood the facilities available under Abu Dhabi Commercial Bank Current Account. I /We have also gone through the schedule of charges and understand that to be eligible for the concessions, I/we shall be liable to pay a fee every quarter a indicated in the schedule of charges on a quarterly basis and if I/we fail to do so. I/We shall be liable to pay a fee every quarter as indicated in the schedule of charges. I/We also understand that continuation of the account is at Abu Dhabi Commercial Bank s sole discretion and in case Abu Dhabi Commercial Bank is dissatisfied with the conduct of the account, Abu Dhabi Commercial Bank has the right to close the account after giving me/us 15 days notice or withdraw the concessions in all or any service charges granted to me/us or charges Abu Dhabi Commercial Bank s applicable rates of such services. I/We declare that I/we do not enjoy any credit facility with any bank. I/we enjoy the following credit facilities with other banks at present: Name of Bank Nature of facility Limit Security * * Please attach separate list of scrips if the loan is against shares. Authorised Signatory Authorised Signatory Authorised Signatory 1 st Holder 2 nd Holder 3 rd Holder Date: 11